SecProbe.io

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 Document April 2, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Joshua Gorsky Re: Neurogene Inc. Registration Statement on Form S-3 (File No. 333-286057) Ladies and Gentlemen: Neurogene Inc. hereby respectfully requests that, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the effectiveness of the above-referenced Registration Statement on Form S-3 be accelerated so that it will become effective on April 4, 2025, at 4:15 p.m., Eastern Time, or as soon as practicable thereafter, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time. We request that we be notified of such effectiveness by a telephone call to Branden C. Berns of Gibson, Dunn & Crutcher at (415) 393-4631. Sincerely, NEUROGENE INC. By: /s/ Christine Mikail Christine Mikail President and Chief Financial Officer cc: Donna Cochener, Neurogene Inc. Ryan A. Murr, Gibson, Dunn & Crutcher LLP Branden C. Berns, Gibson, Dunn & Crutcher LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 31, 2025

Rachel McMinn
Chief Executive Officer
Neurogene Inc.
535 W 24th St.
5th Floor
New York, NY 10011

 Re: Neurogene Inc.
 Registration Statement on Form S-3
 Filed March 24, 2025
 File No. 333-286057
Dear Rachel McMinn:

 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: Branden C. Berns
</TEXT>
</DOCUMENT>

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Document

December 12, 2024

VIA EDGAR AND EMAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Tamika Sheppard

Re: Neurogene Inc.

 Registration Statement on Form S-1

 Filed December 2, 2024

 File No. 333-283561

To Whom it May Concern:

Pursuant to Rules 460 and 461 promulgated under the Securities Act of 1933, as amended (the “Act”), Neurogene Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the effective time of the above referenced Registration Statement on Form S-1 filed by the Company be accelerated to 4:01 p.m., Eastern Time, on December 16, 2024 or as soon thereafter as practicable, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Gibson, Dunn & Crutcher LLP by calling Branden Berns at (415) 393-4631.

Very truly yours,

NEUROGENE INC.

By: /s/ Donna Cochener

Name: Donna Cochener

Title: Senior Vice President, General Counsel

cc: Rachel McMinn, Neurogene Inc.

 Christine Mikail, Neurogene Inc.

 Ryan A. Murr, Gibson, Dunn & Crutcher LLP

 Branden C. Berns, Gibson, Dunn & Crutcher LLP

December 9, 2024
Rachel McMinn
Chief Executive Officer
Neurogene Inc.
535 W 24th St.
5th Floor
New York, NY 10011
Re:Neurogene Inc.
Registration Statement on Form S-1
Filed December 2, 2024
File No. 333-283561
Dear Rachel McMinn:
            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:Branden C. Berns

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 401 Union street

 5th Floor

Seattle, WA 98101

 206.389.4510

 Fenwick.com

 November 8, 2023

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, DC 20549-3628

Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller

Re:
 Neoleukin Therapeutics, Inc.

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

 Filed on October 18, 2023

 File No. 333-274095

Ladies and Gentlemen:

 We are submitting this
letter on behalf of Neoleukin Therapeutics, Inc. (the “Company”) in response to an oral comment provided by the staff (the “Staff”) of the U.S. Securities and Exchange Commission on November 7, 2023, regarding
the Company’s Amendment No. 2 (“Amendment No. 2”) to Registration Statement on Form S-4 (File No. 333-274095) filed on
October 18, 2023 (the “Registration Statement”). Concurrently herewith, we are transmitting Amendment No. 3 to the Registration Statement (“Amendment No. 3”). Capital terms used and not
otherwise defined herein have the same meanings as specified in the Registration Statement.

 The Staff requested that the Company provide
additional information to support its reliance on Subtopic 323-10 in accounting for contingent consideration associated with the CVRs. In response to the Staff’s comment, and based on further developments
since the Company filed Amendment No. 2, the Company has revised its disclosure on pages 330, 332-335, 337 and 339-342 of Amendment No. 3 to recognize contingent consideration liabilities associated with the CVRs in accordance with
ASC 450. Additionally, the Company has revised Amendment No. 3 to update certain other disclosures.

*    *    *

 Securities and Exchange Commission

November 8, 2023

  Page
 2

 Should the Staff have additional questions or comments regarding the foregoing, please do not
hesitate to contact me at (206) 389-4524, or, in my absence, Julia Forbess at (415) 875-2420, or Chelsea Anderson at (206)
389-4516.

 Sincerely,

FENWICK & WEST LLP

/s/ Robert A. Freedman, Esq.

Robert A. Freedman, Esq.

cc:
 Julia Forbess, Esq.

 
 David Michaels, Esq.

 
 Chelsea Anderson, Esq.

 
 Fenwick & West LLP

 
 Donna M. Cochener, Esq., Interim Chief Executive Officer

 
 Neoleukin Therapeutics, Inc.

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 NEOLEUKIN THERAPEUTICS, INC.

188 East Blaine Street, Suite 450

Seattle, Washington 98102

November 8, 2023

 VIA EDGAR
– ACCELERATION REQUEST

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, DC 20549-3628

Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller

Re:
 Neoleukin Therapeutics, Inc. – Registration Statement on Form S-4 (File No. 333-274095)

Requested Date: November 13, 2023

 Requested Time: 4:00
p.m. Eastern Time

 Ladies and Gentlemen:

Neoleukin Therapeutics, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-4 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter
as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.

 The
Registrant hereby authorizes Robert Freedman, Julia Forbess, and Chelsea Anderson, attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Freedman at (206) 389-4524 or, in his absence, to Julia Forbess at (415) 875-2420, or Chelsea Anderson at (206) 389-4516.

* * *

Sincerely,

NEOLEUKIN THERAPEUTICS, INC.

/s/ Donna M. Cochener

Donna M. Cochener

Interim Chief Executive Officer

cc:
 Donna M. Cochener, Esq., Interim Chief Executive Officer

Neoleukin Therapeutics, Inc.

Robert A. Freedman, Esq.

 Julia
Forbess, Esq.

 David Michaels, Esq.

Chelsea Anderson, Esq.

Fenwick & West LLP

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 401 Union Street

 5th
Floor

 Seattle, WA 98101

 206.389.4510

Fenwick.com

 October 18, 2023

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, DC 20549-3628

Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller

Re:
 Neoleukin Therapeutics, Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed on September 28, 2023

File No. 333-274095

Ladies and Gentlemen:

 We are submitting this
letter on behalf of Neoleukin Therapeutics, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission contained in the Staff’s letter
dated October 10, 2023 (the “Letter”), regarding the Company’s Amendment No. 1 to Registration Statement on Form S-4 (File
No. 333-274095) filed on September 28, 2023 (the “Registration Statement”). Concurrently herewith, we are transmitting Amendment No. 2 to the Registration Statement
(“Amendment No. 2”). The numbered paragraphs below correspond to the numbered comments in the Letter and the Staff’s comments are presented in bold.

In addition to addressing the comments raised by the Staff in the Letter, the Company has revised Amendment No. 2 to update certain other
disclosures. Capital terms used and not otherwise defined herein have the same meanings as specified in the Registration Statement.

 Prospectus
Summary, page 12

1.
 We note your response to prior comment 19. Please include disclosure here and in the
“Neurogene’s Business” section of the substantive portion of your response that after the phase 1/2 trials, Neurogene may pursue, and the FDA may allow, adaption to integrate a pivotal trial design within a single study as
opposed to a separate classic phase 3 trial but caution, however, that regulatory authorities may recommend changes to the study designs
for NGN-401 or NGN-101, including the number and size of registrational clinical trials required to be conducted in such programs.

 In response to the Staff’s comment, we have revised Amendment No. 2 on pages 13 and 247.

 Securities and Exchange Commission

October 18, 2023

  Page
 2

 The Merger

Background of the Merger, page 107

2.
 We note your response to our prior comment 9. As requested by our prior comment, please also include a
short description of the criteria used to identify the initial 59 pharmaceutical companies.

 In response to the
Staff’s comment, we have revised Amendment No. 2 on page 109.

 Unaudited Pro Forma Condensed Combined Financial Information

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Transaction Accounting Adjustments, page 338

3.
 In your response you noted that the fair value of Neoleukin’s shares, as a publicly traded
company, is more reliably determinable than the fair value of the assets acquired from Neoleukin and that the fair value of net assets acquired would involve a third party valuation using Level 3 fair value inputs. As the assets
acquired primarily consists of cash and short-term investments, which use level 1 fair value inputs, it remains unclear to us how you determined that the fair value of the consideration given was more clearly evident and reliably
measurable than the fair value of the net assets acquired. In this regard, we note your disclosure on page 333 that “on a pro forma basis, assuming the merger was consummated on June 30, 2023, the fair value of the net assets acquired,
including aggregate cash and cash equivalents, short-term investments, and other immaterial monetary assets, totaling approximately $83.4 million.” In contrast, the fair value of the consideration transferred was $46.7 million (prior
to consideration of contingent CVRs). Please advise and explain to what you attribute the perceived discount on this reverse asset purchase.

In response to the Staff’s comment, in addition to the monetary assets to be acquired from Neoleukin, other assets such as property and
equipment, in-process R&D, including intellectual property, and operating lease right-of-use assets will be acquired, and
operating and finance lease liabilities will be assumed. In order to base the fair value of the purchase consideration on the fair value of assets acquired and liabilities assumed, a third-party valuation utilizing Level 2 and 3 inputs, with
significant judgments and estimates, would be required for approximately 20% of the net assets (excluding cash, cash equivalents and short-term investments) including certain liabilities assumed. Conversely, the fair value of purchase consideration
using Neoleukin’s shares, as a publicly traded company, is measured in totality by readily determinable Level 1 inputs (i.e., quoted prices in an active market) and requires no judgments or estimates, other than the date used for
the number of the shares, which will be known at the consummation of the merger. Therefore, we believe that the fair value of the consideration given was more clearly evident and reliably measurable than the fair value of the net assets acquired.

 The perceived discount on the reverse asset purchase, as presented in the Unaudited Pro Forma Condensed Combined Financial Information,
is due to the following: (i) approximately $20.4 million in Neoleukin’s monetary assets are excluded when determining Neoleukin’s ownership percentage in the surviving company at close. The amount is excluded as part of the
Parent Lease Obligation holdback and available for future distributions under the Contingent Value Rights Agreement. The expected ownership percentage at close of 16% for Neoleukin shareholders in the combined company is reflected in the current
market price of Neoleukin shares used in calculating the fair value of purchase consideration; and (ii) Neoleukin’s projected net cash at close of $66.0 million, pursuant to the terms of the Merger Agreement, contemplates ongoing cash
burn, transaction costs, employee severance and retention obligations, and certain post-close costs associated with winding down Neoleukin’s NL-201 clinical trial which are not reflected in
Neoleukin’s Condensed Balance Sheet as of June 30, 2023. Based on the forecasted amount of

 Securities and Exchange Commission

October 18, 2023

  Page
 3

Neoleukin’s net cash at closing of $66.0 million, the actual discount from the reverse asset purchase is expected to be significantly reduced and not expected to be as large as that
depicted in the Unaudited Pro Forma Condensed Combined Financial Information, which is based on Neoleukin’s Condensed Balance Sheet as of June 30, 2023. Additionally, the actual discount at closing is expected to be primarily related to
the Parent Lease Obligation holdback which is excluded from the calculation of Neoleukin’s ownership percentage in the combined company at close and available for future distributions under the Contingent Value Rights agreement that is included
as contingent consideration.

 The Company has added disclosure to Note 3—Preliminary Estimated Purchase Price on page 339
of Amendment No. 2 to clarify its accounting position.

4.
 As a related matter, you noted in your response that you used interpretative guidance under Subtopic 323-10 which may require the recognition of the contingent consideration if it relates to the acquisition of an investment that is accounted for under the equity method. As the CVR does not appear to give the
investors the ability to exercise significant influence over operating and financial policies of an investee (Neoluekin), it is not clear to us why this interpretive guidance was used. In this regard, as noted in your response, accounting for the
CVR under Topic 450 was one of the examples provided in EIFT Issue 09-2. Please tell us your consideration of this guidance in your accounting analysis.

Subtopic 805-50 does not provide any specific guidance on accounting for contingent consideration in
an asset acquisition, nor does it provide guidance in a reverse asset acquisition. We determined that ASC 480 was not applicable. As noted in our prior response, we considered if the CVRs require accounting as a derivative under Topic 815 and
concluded that all CVRs qualify for a scope exception under Topic 815. Consequently, given the lack of authoritative guidance, we considered the minutes of EITF 09-2. One of the accounting models considered
was the guidance in Topic 450, therefore, we considered this guidance to determine if the CVRs met the requirements to be recognized under such guidance. We concluded that payments under the CVRs were not probable, and therefore, a liability would
not be recorded under Topic 450. Further, we noted that in the minutes of the September 9-10, 2009, EITF meeting for contingent consideration in an asset acquisition, was the application of Subtopic 323-10, which was put forth as one framework (among others) for the recognition of consideration. Our analogy to this guidance was not intended to indicate that the CVRs give the investors the ability to exercise
significant influence over operating and financial policies of an investee (i.e., thereby creating an equity method investment), and we did not view this as a requirement to apply this guidance by analogy. Similar to acquisitions of equity
method investments (which this is not), asset acquisitions are accounted for using a cost accumulation model. As such, with reference to the interpretive guidance from Deloitte and KPMG cited in our previous response to the SEC Staff’s comment
dated September 28, 2023, the guidance of Subtopic 323-10 may be applied by analogy given that the fair value of the net assets exceeds the fair value of the purchase consideration and implies a material
bargain purchase gain. The application of this interpretive guidance ensured we did not recognize a material bargain purchase gain in the Unaudited Pro Forma Condensed Combined Statement of Operations, and rather, the analogy reduced the bargain
purchase gain, which we believed was acceptable.

 The Company has added disclosure to Note 1—Contingent Value Rights Agreement
on page 337 of Amendment No. 2 to clarify its accounting position.

 We would be happy to set up a call to discuss any
further questions the Staff has on the accounting treatment and transaction details.

 * * *

 Securities and Exchange Commission

October 18, 2023

  Page
 4

 Should the Staff have additional questions or comments regarding the foregoing, please do not
hesitate to contact me at (206) 389-4524, or, in my absence, Julia Forbess at (415) 875-2420, or Chelsea Anderson at (206)
389-4516.

Sincerely,

FENWICK & WEST LLP

/s/ Robert A. Freedman

Robert A. Freedman, Esq.

cc:
 Julia Forbess, Esq.

David Michaels, Esq.

 Chelsea
Anderson, Esq.

 Fenwick & West LLP

Donna M. Cochener, Esq., Interim Chief Executive Officer

Neoleukin Therapeutics, Inc.

United States securities and exchange commission logo
October 10, 2023
Donna Cochener, Esq.
Interim Chief Executive Officer, General Counsel
Neoleukin Therapeutics, Inc.
188 East Blaine Street, Suite 450
Seattle, Washington 98102
Re:Neoleukin Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed September 28, 2023
File No. 333-274095
Dear Donna Cochener:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 18, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Prospectus Summary, page 12
1.We note your response to prior comment 19. Please include disclosure here and in the
"Neurogene's Business" section of the substantive portion of your response that after the
phase 1/2 trials, Neurogene may pursue, and the FDA may allow, adaption to integrate a
pivotal trial design within a single study as opposed to a separate classic phase 3 trial but
caution, however, that regulatory authorities may recommend changes to the study designs
for NGN-401 or NGN-101, including the number and size of registrational clinical trials
required to be conducted in such programs.
The Merger
Background of the Merger, page 107
2.We note your response to our prior comment 9. As requested by our prior comment,

 FirstName LastNameDonna Cochener, Esq.
 Comapany NameNeoleukin Therapeutics, Inc.
 October 10, 2023 Page 2
 FirstName LastName
Donna Cochener, Esq.
Neoleukin Therapeutics, Inc.
October 10, 2023
Page 2
please also include a short description of the criteria used to identify the initial 59
pharmaceutical companies.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
5. Transaction Accounting Adjustments, page 338
3.In your response you noted that the fair value of Neoleukin’s shares, as a publicly traded
company, is more reliably determinable than the fair value of the assets acquired from
Neoleukin and that the fair value of net assets acquired would involve a third party
valuation using Level 3 fair value inputs. As the assets acquired primarily consists of cash
and short-term investments, which use level 1 fair value inputs, it remains unclear to us
how you determined that the fair value of the consideration given was more clearly
evident and reliably measurable than the fair value of the net assets acquired. In this
regard, we note your disclosure on page 333 that "on a pro forma basis, assuming the
merger was consummated on June 30, 2023, the fair value of the net assets acquired,
including aggregate cash and cash equivalents, short-term investments, and other
immaterial monetary assets, totaling approximately $83.4 million." In contrast, the fair
value of the consideration transferred was $46.7 million (prior to consideration of
contingent CVRs). Please advise and explain to what you attribute the perceived discount
on this reverse asset purchase.
4.As a related matter, you noted in your response that you used interpretative guidance
under Subtopic 323-10 which may require the recognition of the contingent consideration
if it relates to the acquisition of an investment that is accounted for under the equity
method. As the CVR does not appear to give the investors the ability to exercise
significant influence over operating and financial policies of an investee (Neoluekin), it is
not clear to us why this interpretive guidance was used. In this regard, as noted in your
response, accounting for the CVR under Topic 450 was one of the examples provided in
EIFT Issue 09-2. Please tell us your consideration of this guidance in your accounting
analysis.
            Please contact Sasha Parikh at 202-551-3627 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert A. Freedman, Esq.

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 September 28, 2023

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, DC 20549-3628

Attention: Sasha Parikh, Angela Connell, Doris Stacey Gama, Tim Buchmiller

Re:
 Neoleukin Therapeutics, Inc.

 
 Registration Statement on Form S-4

 
 Filed on August 21, 2023

 
 File No. 333-274095

Ladies and Gentlemen:

 We are submitting this
letter on behalf of Neoleukin Therapeutics, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in
the Staff’s letter dated September 18, 2023 (the “Letter”), regarding the Company’s Registration Statement on Form S-4 (File
No. 333-274095) initially filed on August 21, 2023 (the “Registration Statement”). Concurrently herewith, we are transmitting Amendment No. 1 to the Registration Statement
(“Amendment No. 1”). The numbered paragraphs below correspond to the numbered comments in the Letter and the Staff’s comments are presented in bold.

In addition to addressing the comments raised by the Staff in the Letter, the Company has revised Amendment No. 1 to update certain other
disclosures. Capital terms used and not otherwise defined herein have the same meanings as specified in the Registration Statement.

 Cover Page

1.
 We note your disclosure that the closing of the Neurogene
pre-closing financing is conditioned upon the satisfaction or waiver of the conditions to the closing of the merger. Please also clarify if the merger is conditioned upon the Neurogene pre-closing financing.

 In response to the Staff’s comment, we have
revised Amendment No. 1 on the cover page and on pages 3 and 31.

 Questions and Answers About the Merger

Why are the two companies proposing to merge?, page 2

 Securities and Exchange Commission

September 28, 2023

 Page 2

2.
 We note the disclosure that NGN-401 is a potentially “best-in-class” gene therapy for the treatment of Rett syndrome. Please revise references to
“best-in-class” as this could imply an expectation of regulatory approval and appears to be speculative given the length of time and uncertainty with respect
to securing marketing approval. If your intention is to convey your belief that Neurogene’s platform or product candidates utilize a novel technology or approach, you may discuss how the technology differs from technology used by competitors.

 In response to the Staff’s comment, we have revised Amendment No. 1 on page 2.

3.
 If appropriate, please revise to explain that if the merger is completed, the combined company will focus
on developing Neurogene’s product candidates, and it is anticipated that the combined company will not continue to develop Neoleukin’s legacy product candidates.

In response to the Staff’s comment, we have revised Amendment No. 1 on page 2.

What proposals will be voted on at the Neoleukin special meeting…?, page 3

4.
 You state that pursuant to the terms of the Merger Agreement, the following proposals must be approved in
order for the merger to close and proceed to list Proposal Nos. 1, 2, and 4. In the same section you also state that the approval of Proposal No. 1 is a condition to completion of merger and approval of either or both Proposal Nos. 2 and 4 will
be required to complete the merger. Please revise for consistency.

 In response to the Staff’s comment, we
have revised Amendment No. 1 on page 3.

 What are contingent value rights (“CVRs”)?, page 4

5.
 We note from your disclosure on page 222 that you entered into an exclusive license agreement with the
University of Washington where you were granted exclusive licenses and that you have also licensed rights to patents and own certain patents. Please clarify whether any of those assets are covered by the CVR Agreement.

In response to the Staff’s comment, we have revised Amendment No. 1 on page 226.

Will the common stock of the combined company trade on an exchange?, page 7

6.
 We note your disclosure that the shares of the combined company are expected to be listed on Nasdaq.
Please revise to disclose if the terms of the merger agreement permit that the Nasdaq listing closing condition could be waived without recirculation or resolicitation. If so, please revise your risk factors to reflect the risks associated with any
such waiver and revise to indicate that shareholders may not have certainty at the time of the vote that the shares of the combined company will be listed on Nasdaq following the merger or revise your disclosure in a
pre-effective amendment as appropriate if and when there is more certainty regarding the Nasdaq listing of the shares of the combined company.

In response to the Staff’s comment, we have revised Amendment No. 1 on pages 7, 27, 30 and 148.

 Securities and Exchange Commission

September 28, 2023

 Page 3

 Prospectus Summary

Neoleukin’s Reasons for the Merger, page 13

7.
 Please balance your discussion here, as you do on page 117, to provide summary disclosure of the risks
and other countervailing factors associated with your merger agreement that were considered by the board of directors of Neoleukin when it voted to approve the merger agreement.

In response to the Staff’s comment, we have revised Amendment No. 1 on page 15.

Lock-Up Agreements, page 23

8.
 You state that certain of Neurogene’s executive officers, directors, and stockholders have entered
into lock-up agreements. Please revise to disclose when the lock-up agreements will terminate as you do on page 176.

In response to the Staff’s comment, we have revised Amendment No. 1 on page 24.

The Merger

 Background of the Merger, page 105

9.
 You disclose that the transaction committee considered an initial 59 pharmaceutical companies and
contacted 56 of those parties to determine their interest in a potential strategic transaction with Neoleukin. Please describe the criteria evaluated that helped the transaction committee determine which parties to contact to determine interest.

 In response to the Staff’s comment, we have revised Amendment No. 1 on page 108.

10.
 We note that at the meeting on March 5, 2023, representatives of Leerink Partners provided an update
on the status of the outreach to the 16 potential reverse merger counterparties selected by the transaction committee to prioritize. Please include a description of the update provided.

In response to the Staff’s comment, we have revised Amendment No. 1 on pages 109 to 110.

11.
 We note that on March 9, 2023 the transaction committee identified Neurogene as a potential reverse
merger counterparty. Please state how the transaction committee identified and initiated contact with Neurogene.

In response to the Staff’s comment, we have revised Amendment No. 1 on page 110.

12.
 We note that on April 6, 2023 the Neoleukin’s board of directors determined to proceed with
detailed due diligence on three potential counterparties. Please discuss how the board of directors selected Neurogene, Party A, and Party B.

In response to the Staff’s comment, we have revised Amendment No. 1 on pages 112 to 113.

 Securities and Exchange Commission

September 28, 2023

 Page 4

 Financial Forecasts, page 122

13.
 We note from your chart on page 123 that Neurogene expects to receive total adjusted net revenues revenue
in 2030, peaking in 2036, and beginning to decline thereafter. Please make clear what assumptions underlie these financial projections.

In response to the Staff’s comment, we have revised Amendment No. 1 on page 125.

Opinion of Leerink Partners to the Neoleukin Board of Directors

Valuation Analysis - Discounted Cash Flow, page 128

14.
 We note the disclosure on page 129 that Leerink Partners’ analysis resulted in an implied exchange
ratio of approximately 2.6214x to 3.2989x. Please revise to state any conclusions Leerink Partners reached regarding the exchange ratio of 1.7378x used for purposes of the merger agreement based on the results of the discounted cash flow analysis.

 In response to the Staff’s comment, we have revised Amendment No. 1 on page 132.

Additional Factors Observed by Leerink Partners..., page 129

15.
 We note the disclosure on page 130 that Leerink Partners compared the resulting implied exchange ratio
range from selected public companies of 1.0184x to 2.4707x to the estimated exchange ratio of 1.7378x. Please revise to state any conclusions Leerink Partners reached regarding the exchange ratio used for purposes of the merger agreement based on
the results of the comparative public companies.

 In response to the Staff’s comment, we have revised
Amendment No. 1 on page 133.

 Neoleukin’s Business

UW License Agreement, page 222

16.
 You state on page 223 that the Exclusive License Agreement with the University of Washington will expire
upon the expiration of the last valid claim within the licensed patent rights. Please include the expected expiration date or otherwise advise.

In response to the Staff’s comment, we have revised Amendment No. 1 on page 226.

Neurogene’s Business

 Neurogene’s Team
and Investors, page 242

 Securities and Exchange Commission

September 28, 2023

 Page 5

17.
 You state that since inception, Neurogene has raised approximately $245 million of capital from
premier life science and mutual fund institutional investors, including funds and accounts managed by Blackrock, Cormorant Asset Management, EcoR1 Capital, Janus Henderson Investors, Redmile Group, Samsara BioCapital, and a healthcare investment
fund. Please indicate that Neoleukin’s stockholders should not rely on the named investors’ investment decisions, that these investors may have different risk tolerances and, if true, that the securities purchased by those investors may
have been conducted at a significant discount to price reflected in the merger agreement.

 In response to the
Staff’s comment, we have revised Amendment No. 1 on page 245. We respectfully advise the Staff that the legacy institutional advisors of Neurogene did not purchase their securities at a discount to the price reflected in the merger
agreement.

 Neurogene’s Pipeline, page 244

18.
 We note your pipeline table includes a row for a product candidate labeled “Early Discovery.”
Please limit your table to product candidates that are sufficiently material to Neurogene to warrant inclusion. If you believe such product candidate is sufficiently material, please explain why and identify the product candidate and indication

 In response to the Staff’s comment, we have revised Amendment No. 1 on page 247.

19.
 Please include a Phase 3 column in the pipeline table or otherwise advise.

In response to the Staff’s comment, we have revised Amendment No. 1 on page 247. We supplementally advise the Staff that gene therapy
products do not follow the traditional clinical development paradigm. Because of the nature of Neurogene’s gene therapy programs, which are being developed for patients with rare neurological diseases with high unmet medical need, its product
candidates begin clinical evaluation in Phase 1/2 trials. The initial data collected from these Phase 1/2 trials may allow adaptation to integrate a pivotal trial design within a single study as opposed to the conduct of a separate classic Phase 3
trial. This may ultimately accelerate the approval process and allow the collection of confirmatory efficacy data post-approval.

Accordingly, Neurogene intends to work with the regulators to eschew the conduct of separate Phase 3 trials for its product candidates, and
may, after completion of a Phase 1/2 trial, in accordance with regulatory authority guidelines and guidance, evaluate its product candidates in a pivotal trial. As a result, Neurogene has added a “Pivotal” trial column instead of a
“Phase 3” trial column to its pipeline table in response to the Staff’s comment.

 NGN-401
Phase 1/2 Clinical Trial, page 248

20.
 We note that Neurogene received clearance for its IND application from the FDA in January 2023 with
enrollment advancing as planned in the second half of 2023. Please update your disclosure to clarify whether enrollment has begun or whether your timeline has been delayed.

In response to the Staff’s comment, we have revised Amendment No. 1 on pages 13, 244, 251, 259 and 296.

21.
 You state that key pillars of your preclinical evidence demonstrated a “favorable safety
profile.” Since safety is a determination that is within the authority of the FDA, please revise or remove these statements and similar statements throughout your prospectus. Note that you may state your product candidate has been well
tolerated, if accurate.

 In response to the Staff’s comment, we have revised Amendment No. 1 on page
252.

 Bridging Sheep Study Comparing Ovine and Human CLN5 Transgene Administration, page 252

22.
 You state Neurogene plans to have a CMC meeting with the FDA in the second half of 2023. Please update
your disclosure to clarify whether you have already met with the FDA, if you plan to meet towards the end of 2023, or whether your timeline has been delayed.

In response to the Staff’s comment, we have revised Amendment No. 1 on page 255.

 Securities and Exchange Commission

September 28, 2023

 Page 6

 Intellectual Property, page 254

23.
 Please revise the disclosure in this section to more clearly describe the type of patent protection being
sought (composition of matter, use, or process) in Neurogene’s owned or in-licensed patent applications. Please also clearly distinguish between owned patents and licensed patents. For example, where you
disclose that Neurogene owns 24 patent applications, please disclose the material product candidates, product groups or technologies to which those patent applications relate and when those patents would expire if the applications are granted.

 In response to the Staff’s comment, we have revised Amendment No. 1 on page 257.

License Agreements, page 257

24.
 Please revise to disclose the term and termination provisions for the license agreements described in
this section.

 In response to the Staff’s comment, we have revised Amendment No. 1 on pages 261 and
312.

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

Liquidity and Capital Resources, page 303

25.
 We note your disclosure that Neurogene expects to continue to incur significant expenses and operating
losses for the foreseeable future as it advances the clinical development of its product candidates, and that Neurogene expects that its costs will continue to increase significantly, including the costs associated with operating as a public
company. We also note the disclosure concerning substantial doubt about Neurogene’s ability to continue as a going concern. Please revise to disclose how the funds available to the post-merger company will be allocated. In particular, discuss
whether the funds available to Neurogene after the merger and the pre-closing financing are expected to be sufficient for Neurogene to complete its current clinical trials. Also, clarify whether such funding
is expected to be sufficient to operate the combined business for twelve months following the closing of the merger.

In response to the Staff’s comment, we have revised Amendment No. 1 on page 308.

Unaudited Pro Forma Condensed Combined Financial Information Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Transaction Accounting Adjustments, page 333

 Securities and Exchange Commission

September 28, 2023

 Page 7

26.
 Please address the following as it relates to your pro forma adjustments to reflect the reverse asset
purchase, as illustrated by adjustment (d):

 • Describe the analysis you performed in determining that
Neoleukin does not meet the definition of a business. Refer to the guidance in ASC 805-10-55-3A to
55-9.

 • Explain your basis for determining that the purchase consideration
sho

United States securities and exchange commission logo
September 18, 2023
Donna Cochener, Esq.
Interim Chief Executive Officer, General Counsel
Neoleukin Therapeutics, Inc.
188 East Blaine Street, Suite 450
Seattle, Washington 98102
Re:Neoleukin Therapeutics, Inc.
Registration Statement on Form S-4
Filed August 21, 2023
File No. 333-274095
Dear Donna Cochener:
            We have reviewed your 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.
Registration Statement on Form S-4
Cover Page
1.We note your disclosure that the closing of the Neurogene pre-closing financing is
conditioned upon the satisfaction or waiver of the conditions to the closing of the merger.
Please also clarify if the merger is conditioned upon the Neurogene pre-closing financing.
Questions and Answers About the Merger
Why are the two companies proposing to merge?, page 2
2.We note the disclosure that NGN-401 is a potentially "best-in-class" gene therapy for the
treatment of Rett syndrome.  Please revise references to "best-in-class" as this could imply
an expectation of regulatory approval and appears to be speculative given the length of
time and uncertainty with respect to securing marketing approval.  If your intention is to

 FirstName LastNameDonna Cochener, Esq.
 Comapany NameNeoleukin Therapeutics, Inc.
 September 18, 2023 Page 2
 FirstName LastNameDonna Cochener, Esq.
Neoleukin Therapeutics, Inc.
September 18, 2023
Page 2
convey your belief that Neurogene’s platform or product candidates utilize a novel
technology or approach, you may discuss how the technology differs from technology
used by competitors.
3.If appropriate, please revise to explain that if the merger is completed, the combined
company will focus on developing Neurogene's product candidates, and it is anticipated
that the combined company will not continue to develop Neoleukin's legacy product
candidates.
What proposals will be voted on at the Neoleukin special meeting...?, page 3
4.You state that pursuant to the terms of the Merger Agreement, the following proposals
must be approved in order for the merger to close and proceed to list Proposal Nos. 1, 2,
and 4.  In the same section you also state that the approval of Proposal No. 1 is a condition
to completion of merger and approval of either or both Proposal Nos. 2 and 4 will be
required to complete the merger.  Please revise for consistency.
What are contingent value rights ("CVRs")?, page 4
5.We note from your disclosure on page 222 that you entered into an exclusive license
agreement with the University of Washington where you were granted exclusive licenses
and that you have also licensed rights to patents and own certain patents.  Please clarify
whether any of those assets are covered by the CVR Agreement.
Will the common stock of the combined company trade on an exchange?, page 7
6.We note your disclosure that the shares of the combined company are expected to be listed
on Nasdaq.  Please revise to disclose if the terms of the merger agreement permit that the
Nasdaq listing closing condition could be waived without recirculation or resolicitation.  If
so, please revise your risk factors to reflect the risks associated with any such waiver and
revise to indicate that shareholders may not have certainty at the time of the vote that the
shares of the combined company will be listed on Nasdaq following the merger or revise
your disclosure in a pre-effective amendment as appropriate if and when there is more
certainty regarding the Nasdaq listing of the shares of the combined company.
Prospectus Summary
Neoleukin's Reasons for the Merger, page 13
7.Please balance your discussion here, as you do on page 117, to provide summary
disclosure of the risks and other countervailing factors associated with your merger
agreement that were considered by the board of directors of Neoleukin when it voted to
approve the merger agreement.
Lock-Up Agreements, page 23
8.You state that certain of Neurogene's executive officers, directors, and stockholders have
entered into lock-up agreements.  Please revise to disclose when the lock-up agreements

 FirstName LastNameDonna Cochener, Esq.
 Comapany NameNeoleukin Therapeutics, Inc.
 September 18, 2023 Page 3
 FirstName LastName
Donna Cochener, Esq.
Neoleukin Therapeutics, Inc.
September 18, 2023
Page 3
will terminate as you do on page 176.
The Merger
Background of the Merger, page 105
9.You disclose that the transaction committee considered an initial 59 pharmaceutical
companies and contacted 56 of those parties to determine their interest in a potential
strategic transaction with Neoleukin.  Please describe the criteria evaluated that helped the
transaction committee determine which parties to contact to determine interest.
10.We note that at the meeting on March 5, 2023, representatives of Leerink Partners
provided an update on the status of the outreach to the 16 potential reverse merger
counterparties selected by the transaction committee to prioritize.  Please include a
description of the update provided.
11.We note that on March 9, 2023 the transaction committee identified Neurogene as a
potential reverse merger counterparty.  Please state how the transaction committee
identified and initiated contact with Neurogene.
12.We note that on April 6, 2023 the Neoleukin's board of directors determined to proceed
with detailed due diligence on three potential counterparties.  Please discuss how the
board of directors selected Neurogene, Party A, and Party B.
Financial Forecasts, page 122
13.We note from your chart on page 123 that Neurogene expects to receive total adjusted net
revenues revenue in 2030, peaking in 2036, and beginning to decline thereafter.  Please
make clear what assumptions underlie these financial projections.
Opinion of Leerink Partners to the Neoleukin Board of Directors
Valuation Analysis - Discounted Cash Flow, page 128
14.We note the disclosure on page 129 that Leerink Partners' analysis resulted in an implied
exchange ratio of approximately 2.6214x to 3.2989x.  Please revise to state any
conclusions Leerink Partners reached regarding the exchange ratio of 1.7378x used for
purposes of the merger agreement based on the results of the discounted cash flow
analysis.
Additional Factors Observed by Leerink Partners..., page 129
15.We note the disclosure on page 130 that Leerink Partners compared the resulting implied
exchange ratio range from selected public companies of 1.0184x to 2.4707x to the
estimated exchange ratio of 1.7378x.  Please revise to state any conclusions Leerink
Partners reached regarding the exchange ratio used for purposes of the merger agreement
based on the results of the comparative public companies.

 FirstName LastNameDonna Cochener, Esq.
 Comapany NameNeoleukin Therapeutics, Inc.
 September 18, 2023 Page 4
 FirstName LastName
Donna Cochener, Esq.
Neoleukin Therapeutics, Inc.
September 18, 2023
Page 4
Neoleukin's Business
UW License Agreement, page 222
16.You state on page 223 that the Exclusive License Agreement with the University of
Washington will expire upon the expiration of the last valid claim within the licensed
patent rights.  Please include the expected expiration date or otherwise advise.
Neurogene's Business
Neurogene's Team and Investors, page 242
17.You state that since inception, Neurogene has raised approximately $245 million of
capital from premier life science and mutual fund institutional investors, including funds
and accounts managed by Blackrock, Cormorant Asset Management, EcoR1 Capital,
Janus Henderson Investors, Redmile Group, Samsara BioCapital, and a healthcare
investment fund.  Please indicate that Neoleukin’s stockholders should not rely on the
named investors’ investment decisions, that these investors may have different risk
tolerances and, if true, that the securities purchased by those investors may have been
conducted at a significant discount to price reflected in the merger agreement.
Neurogene's Pipeline, page 244
18.We note your pipeline table includes a row for a product candidate labeled "Early
Discovery."  Please limit your table to product candidates that are sufficiently material to
Neurogene to warrant inclusion.  If you believe such product candidate is sufficiently
material, please explain why and identify the product candidate and indication.
19.Please include a Phase 3 column in the pipeline table or otherwise advise.
NGN-401 Phase 1/2 Clinical Trial, page 248
20.We note that Neurogene received clearance for its IND application from the FDA in
January 2023 with enrollment advancing as planned in the second half of 2023.  Please
update your disclosure to clarify whether enrollment has begun or whether your timeline
has been delayed.
21.You state that key pillars of your preclinical evidence demonstrated a "favorable safety
profile."  Since safety is a determination that is within the authority of the FDA, please
revise or remove these statements and similar statements throughout your prospectus.
Note that you may state your product candidate has been well tolerated, if accurate.
Bridging Sheep Study Comparing Ovine and Human CLN5 Transgene Administration, page 252
22.You state Neurogene plans to have a CMC meeting with the FDA in the second half of
2023.  Please update your disclosure to clarify whether you have already met with the
FDA, if you plan to meet towards the end of 2023, or whether your timeline has been
delayed.

 FirstName LastNameDonna Cochener, Esq.
 Comapany NameNeoleukin Therapeutics, Inc.
 September 18, 2023 Page 5
 FirstName LastNameDonna Cochener, Esq.
Neoleukin Therapeutics, Inc.
September 18, 2023
Page 5
Intellectual Property, page 254
23.Please revise the disclosure in this section to more clearly describe the type of patent
protection being sought (composition of matter, use, or process) in Neurogene’s owned or
in-licensed patent applications.  Please also clearly distinguish between owned patents and
licensed patents.  For example, where you disclose that Neurogene owns 24 patent
applications, please disclose the material product candidates, product groups or
technologies to which those patent applications relate and when those patents would
expire if the applications are granted.
License Agreements, page 257
24.Please revise to disclose the term and termination provisions for the license agreements
described in this section.
Neurogene Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 303
25.We note your disclosure that Neurogene expects to continue to incur significant expenses
and operating losses for the foreseeable future as it advances the clinical development of
its product candidates, and that Neurogene expects that its costs will continue to increase
significantly, including the costs associated with operating as a public company.  We also
note the disclosure concerning substantial doubt about Neurogene’s ability to continue as
a going concern.  Please revise to disclose how the funds available to the post-merger
company will be allocated.  In particular, discuss whether the funds available to
Neurogene after the merger and the pre-closing financing are expected to be sufficient for
Neurogene to complete its current clinical trials.  Also, clarify whether such funding is
expected to be sufficient to operate the combined business for twelve months following
the closing of the merger.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
5. Transaction Accounting Adjustments, page 333
26.Please address the following as it relates to your pro forma adjustments to reflect the
reverse asset purchase, as illustrated by adjustment (d):
•Describe the analysis you performed in determining that Neoleukin does not meet the
definition of a business.  Refer to the guidance in ASC 805-10-55-3A to 55-9.
•Explain your basis for determining that the purchase consideration should be based
on the current estimated fair value of Neoleukin common stock.  In this regard, ASC
805-50-30-2 states that in asset acquisitions where the consideration given is not in
the form of cash, measurement is based on either the cost which shall be measured
based on the fair value of the consideration given or the fair value of the assets (or net
assets) acquired, whichever is more clearly evident and, thus, more reliably

 FirstName LastNameDonna Cochener, Esq.
 Comapany NameNeoleukin Therapeutics, Inc.
 September 18, 2023 Page 6
 FirstName LastName
Donna Cochener, Esq.
Neoleukin Therapeutics, Inc.
September 18, 2023
Page 6
measurable.
•Explain how you determined it was appropriate to record a contingent consideration
liability related to the Contingent Value Rights (CVRs) given that you (a) determined
the merger to be a reverse asset acquisition rather than a reverse business
combination and (b) determined that the CVRs met the scope exception from
derivative accounting.  Cite the authoritative literature upon which you relied in your
response.
Exhibits
27.We note you intend to file the form of preliminary proxy card as Exhibit 99.1.  Please note
that the form of proxy card should be filed as an appendix rather than as an exhibit to the
registration statement.  Refer to the Note to paragraph (a)(3) of Exchange Act Rule 14a-4.
            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.
            You may contact Sasha Parikh at 202-551-3627 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Doris Stacey Gama at 202-551-3188 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert A. Freedman, Esq.

CORRESP
1
filename1.htm

CORRESP

 NEOLEUKIN THERAPEUTICS, INC.

188 East Blaine Street

 Suite 450

 Seattle, WA 98102

May 16, 2022

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, DC 20549

Attention:      Jason
 Drory

Office of Life Sciences

Re:
 Neoleukin Therapeutics, Inc.

Registration Statement on Form S-3

Filed May 9, 2022

 File No. 333-264803

 Via EDGAR - Acceleration Request

Requested Date:         May 18, 2022

Requested Time:        4:00 p.m. Eastern Time

Ladies and Gentlemen:

 Neoleukin Therapeutics,
Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Registrant hereby authorizes Robert A. Freedman or Julia Forbess, both of whom are attorneys with the Registrant’s outside legal
counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

Sincerely,

NEOLEUKIN THERAPEUTICS, INC.

By:

 /s/ Jonathan G. Drachman

Jonathan G. Drachman

Chief Executive Officer

cc:

Robert A. Freedman, Esq.

Julia Forbess, Esq.

Fenwick & West LLP

United States securities and exchange commission logo
May 13, 2022
Jonathan Drachman
Chief Executive Officer
Neoleukin Therapeutics, Inc.
188 East Blaine Street, Suite 450
Seattle, WA 98102
Re:Neoleukin Therapeutics, Inc.
Registration Statement on Form S-3
Filed May 9, 2022
File No. 333-264803
Dear Mr. Drachman:
            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 Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Julia Forbess, Esq.

CORRESP
1
filename1.htm

CORRESP

 NEOLEUKIN THERAPEUTICS, INC.

360-1616 Eastlake Avenue East

Seattle, Washington 98102

December 17, 2020

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, DC 20549

Attention:

 Margaret Schwartz

 Office of Life
Sciences

           Re:

 Neoleukin Therapeutics, Inc.

 Registration
Statement on Form S-3

 Filed December 11, 2020

File No. 333-251294

 Via EDGAR—Acceleration Request

Requested Date:            December 21, 2020

Requested Time:           4:00 p.m. Eastern Time

Ladies and Gentlemen:

 Neoleukin Therapeutics,
Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Registrant hereby authorizes Robert Freedman or Julia Forbess, both of whom are attorneys with the Registrant’s outside legal
counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

Sincerely,

NEOLEUKIN THERAPEUTICS, INC.

By:

 /s/ Robert Ho

Robert Ho

Chief Financial Officer

cc:

 Jonathan Drachman, Chief Executive Officer

Holly Vance, General Counsel

 Neoleukin Therapeutics,
Inc.

 Robert Freedman, Esq.

Julia Forbess, Esq.

 Fenwick & West LLP

United States securities and exchange commission logo
December 16, 2020
Holly Vance
General Counsel
Neoleukin Therapeutics, Inc.
360-1616 Eastlake Avenue East
Seattle, Washington 98102
Re:Neoleukin Therapeutics, Inc.
Registration Statement on Form S-3
Filed December 11, 2020
File No. 333-251294
Dear Ms. Vance:
            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 Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Julia Forbess, Esq.

CORRESP
1
filename1.htm

CORRESP

 Aquinox Pharmaceuticals, Inc.

450-887 Great Northern Way

Vancouver, B.C., Canada V5T 4T5

 April 4, 2018

VIA EDGAR

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington,
D.C. 20549

 Attn: Irene Paik

RE:
 Aquinox Pharmaceuticals, Inc.

 Registration Statement on Form S-3

 File No. 333-223584

 Acceleration Request

Requested Date:
 April 6, 2018

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 undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on April 6, 2018, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Aquinox Pharmaceuticals, Inc.

/s/ Kamran Alam

Kamran Alam

Chief Financial Officer

cc:
 David J. Main, Aquinox Pharmaceuticals, Inc.

 Michael Tenta, Cooley LLP

 Alan Hambelton, Cooley LLP

CORRESP
1
filename1.htm

CORRESP

 Aquinox Pharmaceuticals, Inc.

450-887 Great Northern Way

Vancouver, B.C., Canada V5T 4T5

January 17, 2017

VIA EDGAR

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn: Jeffrey Gabor

RE:

Aquinox Pharmaceuticals, Inc.

Registration Statement on Form S-3

File No. 333-215457

Acceleration Request

 Requested Date:          January 19,
2017

 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 undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on January 19, 2017, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 Aquinox
Pharmaceuticals, Inc.

 /s/ Kamran Alam

Kamran Alam

Chief Financial Officer

cc:

David J. Main, Aquinox Pharmaceuticals, Inc.

Michael Tenta, Cooley LLP

Alan Hambelton, Cooley LLP

Mail Stop 4546

 January 13, 2017

David J. Main
President and Chief Executive Officer
Aquinox Pharmaceuticals, Inc.
450-887 Great Northern Way
Vancouver, B.C., Canada V5T 4T5

Re: Aquinox Pharmaceuticals, Inc.
  Registration Statement on Form S-3
Filed  January 6, 2017
  File No.  333-215457

Dear  Mr. Main :

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 Jeffrey Gabor at (202) 551 -2544  with any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Michael E. Tenta, Esq.
 Cooley  LLP

CORRESP
1
filename1.htm

CORRESP

 Aquinox Pharmaceuticals, Inc.

450-887 Great Northern Way

Vancouver, B.C., Canada V5T 4T5

January 21, 2016

VIA EDGAR

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn: Jeffrey P. Riedler

RE:
Aquinox Pharmaceuticals, Inc.

Registration Statement on Form S-3

File No. 333-208651

 Acceleration Request

Requested Date:
January 26, 2016

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 undersigned registrant (the “Registrant”) hereby requests
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on January 26, 2016, at 4:00 p.m., Eastern Time,
or as soon thereafter as is practicable.

 In connection with this request, the Registrant acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Aquinox Pharmaceuticals, Inc.

 /s/ Kamran Alam

Kamran Alam

 Chief Financial Officer

cc:
David J. Main, Aquinox Pharmaceuticals, Inc.

Michael Tenta, Cooley LLP

Alan Hambelton, Cooley LLP

Mail Stop 4720

December 29, 2015

Via E -mail
David J. Main
President and Chief Executive Officer
Aquinox Pharmaceuticals, Inc.
450-887 Great Northern Way
Vancouver, B.C., Canada V5T 4T5

Re: Aquinox Pharmaceuticals , Inc.
  Registration Statement on Form S-3
Filed  December 21, 2015
  File No.  333-208651

Dear Mr. Main :

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of t he effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclos e the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the ad equacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the Unit ed States.

David J. Main
Aquinox Pharmaceuticals , Inc.
December 29, 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are a ware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Scot Foley at (202) 551 -3383 or me at (202) 551-3675 with any
questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Michael E. Tenta
Alan D. Hambelton
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304

CORRESP
1
filename1.htm

Correspondence

 AQUINOX PHARMACEUTICALS, INC.

450-887 Great Northern Way,

Vancouver, B.C., Canada V5T 4T5

 March 4, 2014

 VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:  Jeffrey P. Riedler

RE:
Aquinox Pharmaceuticals, Inc. (f/k/a Aquinox Pharmaceuticals (USA) Inc.)

Registration Statement on Form S-1

File No. 333-193615

 Ladies and
Gentlemen:

 Aquinox Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on March 6, 2014, at 3:00 p.m., Eastern Time, or as soon thereafter as is practicable. This request
for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Cooley LLP, confirming this request. The Registrant also hereby requests a copy of the written order verifying the effective date.

 In connection with this request, the Registrant acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

Aquinox Pharmaceuticals, Inc.

/s/ Kamran Alam

Kamran Alam

Chief Financial Officer and Corporate Secretary

CORRESP
1
filename1.htm

CORRESP

 March 4, 2014

Via E-mail and EDGAR Submission

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F. Street N.E.

 Washington, DC 20549

Attention:

Jeffrey P. Riedler

 Scot Foley

 Bryan Pitko

Donald Abbott

 Lisa Vanjoske

Re:
Aquinox Pharmaceuticals, Inc.

 Registration Statement on Form S-1 (Registration
No. 333-193615)

 Ladies and Gentlemen:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representatives of the prospective underwriters of the above issue, hereby join in the request of Aquinox Pharmaceuticals, Inc. that the effectiveness of the Registration
Statement on Form S-1 (Registration No. 333-193615) be accelerated so that the Registration Statement will become effective by 3:00 p.m. Eastern Time on March 6, 2014, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the foregoing, please note that we have effected between
March 3, 2014 and the date hereof approximately the following distribution of the preliminary prospectus:

 804 to institutions;

0 to prospective underwriters; and

 10 to others.

The undersigned, as the representatives of the prospective underwriters of the above issue, hereby represent on behalf of the underwriters that the
underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

 Very truly yours,

JEFFERIES LLC

COWEN AND COMPANY, LLC

By:

JEFFERIES LLC

By:

 /s/ Michael Brinkman

Name:  Michael Brinkman

Title:    Managing Director

By:

COWEN AND COMPANY, LLC

By:

 /s/ James Barnes

Name:  James Barnes

Title:    Managing Director

 [Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

Correspondence

Michael E. Tenta

VIA EDGAR AND FEDEX

 T: +1 650 843 5636

mtenta@cooley.com

 January 28, 2014

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Jeffrey P. Riedler

 Scot Foley

Bryan Pitko

 Donald Abbott

Lisa Vanjoske

RE:
Aquinox Pharmaceuticals, Inc. (f/k/a Aquinox Pharmaceuticals (USA) Inc.)

Confidential Draft Registration Statement on Form S-1

Confidentially Submitted November 18, 2013 and December 24, 2013

CIK No. 0001404644

 Ladies and
Gentlemen:

 On behalf of Aquinox Pharmaceuticals, Inc. (“Aquinox” or the “Company”), we
are submitting this letter and the following information in response to a letter, dated January 8, 2014, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Confidential Draft Registration Statement on Form S-1 (the “Confidential Draft Registration Statement”), submitted on December 24, 2013. We are also electronically transmitting for
filing a registration statement on Form S-1 (the “Registration Statement”) and sending the Staff a hard copy of this letter, the Registration Statement and a version of the Registration Statement that is marked to show
changes to the Confidential Draft Registration Statement submitted on December 24, 2013. We are also separately sending the Staff a letter requesting confidential treatment of certain exhibits to the 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 in italics. Page references in the text of this response letter correspond to the page numbers in the Registration Statement. Capitalized terms used in this letter but otherwise not defined herein
shall have the meanings ascribed to such terms in the Registration Statement.

 FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA
94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

 U.S. Securities and Exchange Commission

January 28, 2014

 Page Two

 Special Note Regarding Forward-Looking Statements and Industry Data, page 45

1. We note your response to Comment 14 and reissue the comment. Please revise your disclosure to remove the statement that you “have
not independently verified any third-party information.”

 In response to the Staff’s comment, the Company
has revised the disclosure on page 46 to remove the statement that “[i]ndustry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable,
although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified any third-party information. that the Company has “not
independently verified any third-party information.”

 Executive Compensation, page 110

2. In your next amendment, please revise your executive compensation disclosure to reflect the compensation awarded to named executive
officers during the most recently completed fiscal year ended December 31, 2013. Please also note that your Summary Compensation Table should continue to include the compensation awarded to NEOs in the fiscal year ended December 31, 2012.
Please refer to Instruction 1 to Item 402(n) of Regulation S-K.

 In response to the Staff’s comment, the Company has revised
its executive compensation disclosure on page 108 to reflect the compensation awarded to named executive officers during the most recently completed fiscal year ended December 31, 2013 and the fiscal year ended December 31, 2012.

***

 Please contact me at
(650) 843-5636 or Gordon Empey of Cooley LLP at (206) 452-8752 with any questions or further comments regarding our responses to the Staff’s comments.

Sincerely,

 /s/ Michael E. Tenta

Michael E. Tenta

 FIVE PALO ALTO SQUARE,
3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

 U.S. Securities and Exchange Commission

January 28, 2014

 Page Three

cc:
David J. Main, Aquinox Pharmaceuticals, Inc.

 Kamran Alam, Aquinox Pharmaceuticals, Inc.

Gordon Empey, Cooley LLP

 Robin
Mahood, McCarthy Tétrault LLP

 Patrick A. Pohlen, Latham & Watkins LLP

Jim Morrone, Latham & Watkins LLP

Joseph Garcia, Blake, Cassels & Graydon LLP

Jim Barron, Deloitte LLP

 FIVE PALO ALTO SQUARE,
3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

January 8, 2014

Via E -mail
David J. Main
President and Chief Executive Officer
Aquinox Pharmaceuticals Inc.
430-5600 Parkwood Way
Richmond, B.C., Canada V6V 2M2

Re: Aquinox  Pharmaceuticals (USA) Inc.
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted December 24 , 2013
  CIK No. 0001404644

Dear Mr. Main :

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 fil ing 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 respon se to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comments.

Special Note Regarding Forward -Looking Statements and Industry Data, page 45

1. We note your response to Comment 14 and reissue the comment.  Please revise your
disclosure to remove the statement that you “have not independently verified any third -
party information.”

Executive Compensation, page 110

2. In your next amendment, please revise your executive compensation disclosure to reflect
the compensation awarded to named executive officers during the most recently
completed fiscal year ended December 31, 2013.  Please also note that your Summary
Compensation Table should continue to include the compensation awarded to NEOs in
the fiscal year ended December 31, 2012.  Please refer to Instruction 1 to Item 402(n) of
Regulation S -K.

David J. Main
Aquinox Pharmaceuticals, Inc.
January 8, 2014
Page 2

 If you intend to respond to these comments with an amended draft registration statement ,
please submit it  and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

You may c ontact Donald Abbott  at (202) 551 -3608  or Lisa Vanjoske  at (202) 551 -3614  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Scot Foley at (202) 551 -3383, Bryan Pitko at (202) 551 -3203  or me at  (202) 551 -3715
with a ny other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Michael E. Tenta
 Gordon H. Empey
 Cooley LLP
1700 Seventh Avenue, Suite 1900
Seattle, WA 98101

December 18, 2013

Via E -mail
David J. Main
President and Chief Executive Officer
Aquinox Pharmaceuticals Inc.
430-5600 Parkwood Way
Richmond, B.C., Canada V6V 2M2

Re: Aquinox  Pharmaceuticals (USA) Inc.
Draft Registration Statement on Form S -1
Submitted November 18, 2013
  CIK No. 0001404644

Dear Mr. Main :

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 sta tement 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.

General

1. Please confirm  that the graphics included in your registration state ment are the only
graphics you will u se in your prospectus.  If those are not the only graphics, please
provide any additional graphics  prior to t heir use for our review.

2. Please supple mentally provide us with copies of all writt en communications,  as defined
in Rule 405 under the Securities A ct, that you, or anyone authorized to do so on your
behalf, present to potential inv estors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Si milarly, please
supple mentally provide us  with any resea rch reports about you that are published or
distributed in reli ance upon Section 2(a)( 3) of the Securities Act of 1933 added by
Section 105(a) of t he Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in y our offering.

David J. Main
Aquinox Pharmaceuticals, Inc.
December 18, 2013
Page 2

 Prospectus Summary
Our Pipeline, page 1

3. Please explain the terms “lipopolysaccharide (LPS) challenge” and “sputum neutrophils”
in this discussion.

4. Please explain what the p -values you cite in your discussion represent and what p -values
constitute a statistically significant result in your clinical trials.

Risks Associated to Our Business, page 3

5. In your first bullet point, please include your accumulated deficit to date.

Summary Combined Financial Data
Combined Balance Sheet Data, page 9

6. It appears that your pro forma total stockholders’ deficit at September 30, 2013 should be
a positive number and result in pro forma total stockholders’ equity.  Please revise.  This
comment also applies to your presentation in Selected Combined Fi nancial Data on page
55.
7. You disclose in footnote 3 that t he balance sheet pro forma as adjusted basis excludes any
impact of the term loan facility with Silicon Valley Bank (“SVB”) you entered into on
October 23, 2013 for up to  $4.0 million of which $2.5 million was received on October
30, 2013.   It appears that this debt is material and should be presented in the pro forma as
adjusted column.  Please revise or explain to us why this event is not material to
investors.  Please refer to Rule 11 -01(a)(8) of Regulation S -X.  This comment also
applies to your presentation in Capitalization on page 49 and Selected Combined
Financial Data on page 55.
Risk Factors
General

8. We note that your disclosure on page 84 and 86 of the registration statement that your
Phase  2 clinical trials for AQX -1125 in COPD and BPS/IC will be conducted in Northern
and Central Europe  and Canada, respectively.  Please revise your disclosure to include a
separate risk factor which highlights this disclosure and discusses any risks the Comp any
may face as a result of the conduct of clinical trials outside of the United States.  For
example, you should discuss the possibility that the FDA may not accept the results of
such trials and how such lack of acceptance could impact the regulatory app roval process.

Risks Related to Our Business and Industry
“Because the results of preclinical testing or earlier clinical trials are not necessarily predictive of
future results . . .,” page 15

9. Please explain in this risk factor how EXACT -PRO functions and clarify that the primary
endpoint in the clinical trial is the change in the severity, duration and reoccurrence of

David J. Main
Aquinox Pharmaceuticals, Inc.
December 18, 2013
Page 3

 exacerbations in patients as measured by EXACT -PRO.  Further, please note here, as you
have on page 85, that you are not aware of any in stance where EXACT scores have been
accepted as endpoints in a Phase 2 or Phase 3 trial.

10. Please specify how endpoints measured using EXACT -PRO differ from accepted clinical
COPD endpoints.

“SHIP1 has not been validated as a target,” page 16

11. Please bri efly ex plain  the ramifications of not yet having been validated as a target and
describe the process of target validation.

“Our future success depends on our ability to attract, retain and motivate qualified personnel,”
page 30

12. Please include in this risk factor the name(s) of the member(s) of your management team,
or any other personnel, whose departure you believe would have the potential of creating
a material adverse effect.

Risks Related to Our Dependence on Third Parties
“We have no experience manufacturing our product candidates on a large clinical or commercial
scale and have no manufacturing facility . . .,” page 32

13. Here, and in your Manufacturing discussion on pages 92 -93, please identify your single
source CMOs for t he manufacture of AQX -1125’s active pharmaceutical ingredient and
for the final product formulation.

Special Note Regarding Forward -Looking Statements and Industry Data, page 44

14. We note your statements that “we have not independently verified market an d industry
data from third -party sources” and that your internal company research or market
definitions have not been validated by any independent source.  Please amend your
registration statement to remove these statements as it is not appropriate to dire ctly or
indirectly disclaim liability for information in your filing.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Stock -Based Compensation, page 68

15. Please expand your disclosure to d isclose the intrinsic value of outstanding vested and
unvested options based on the estimated IPO price and the options outstanding as of the
most recent balance -sheet date presented.  Also include a  discussion of each significant
factor contributing to the difference between the fair value as of the date of each gr ant
and the estimated IPO price.

David J. Main
Aquinox Pharmaceuticals, Inc.
December 18, 2013
Page 4

 Fair Value Estimates, page 69

16. You disclose that you are required to estimate the fair value of the common stock
underl ying their stock -based awards when performing the fair value calculations using
the intrinsic value method at each reporting date .  Based on your disclosure in the
subsequent paragraphs it appears that you can reasonably estimate the fair values as of
each grant date and the use of the intrinsic value method is not appropriate.  Please revise
your disclosure to remove any reference to the use of the intrinsic value method or
explain to us why the intrinsic value method is appropriate.  Please refer to ASC 718-10-
30-21.

Business
AQX -1125, page 78

17. In your discussion of AQX -1125’s desirable pharmaceutical properties, please define the
terms “linear elimination,” “consistent half -life,” and “dose proportional exposure.”

18. In your description of AQX -1125’s preclinical inflammatory studies, please explain what
neutrophils, eosinophils and macrophages are.

Choice of Forum, page 126

19. We note your disclosure entitled Choice of Forum on page 126.  Several lawsuits are
currentl y challenging the validity of choice of forum provisions in certificates of
incorporation.  Please disclose that although you will provide a choice of forum clause in
your restated certification of incorporation, it is possible that a court could rule that  such
provision is inapplicable or unenforceable.

Combined F inancial Statements
Combined Balance Sheets, page F -7

20. Your pro forma deficit accumulated in the development stage  line item here does not
agree with the amount disclosed on page F -6.  Please revise to eliminate all
inconsistencies.

Item 16. Exhibits a nd Financial Statement Schedule, page II -3

21. Please file the agreement underlying your term loan facility with Silicon Valley Bank as
an exhibit to the registration statement.

If you intend to resp ond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divis ions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

David J. Main
Aquinox Pharmaceuticals, Inc.
December 18, 2013
Page 5

 Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information i n each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may c ontact Donald Abbott  at (202) 551 -3608  or Lisa Vanjoske  at (202) 551 -3614  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Scot Foley at (202) 551 -3383, Bryan Pitko at (202) 551 -3203  or me at  (202) 551 -3715
with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Michael E. Tenta
 Gordon H. Empey
 Cooley LLP
1700 Seventh Avenue, Suite 1900
Seattle, WA 98101