Sophia Hudson, P.C. To Call Writer Directly: +1 212 446 4750 sophia.hudson@kirkland.com | 601 Lexington Avenue New York, NY 10022 United States
+1 212 446 4800
www.kirkland.com | Facsimile: +1 212 446 4900 |
October 28, 2021
VIA EDGAR
Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attention: Tracey Houser, Brian Cascio, Dillon Hagius, Suzanne Hayes |
Re: | Evotec SE |
Amendment No. 2 to Registration Statement on Form F-1 |
Filed October 26, 2021 |
File No. 333-260143 |
Dear Ms. Houser, Mr. Cascio, Mr. Hagius, and Ms. Hayes:
On behalf of our client, Evotec, SE (the “Company”), we set forth below the Company’s responses to the letter, dated October 26, 2021, containing the comment of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Amendment No. 2 to the Registration Statement on Form F-1 filed by the Company on October 26, 2021 (the “Registration Statement”).
In order to facilitate your review of our response, we have restated the Staff’s comment in this letter and have set forth the Company’s response to the Staff’s comments immediately below. In addition, the Company has revised the Registration Statement in response to the Staff’s comment and is submitting an amendment to the Registration Statement (the “Amendment”) concurrently with this letter, which reflects these revisions and clarifies certain other information. Page numbers in the text of the Company’s response correspond to page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.
Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Munich Paris Shanghai Washington, D.C.
Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
October 28, 2021
Page 2
Amendment No. 2 to Registration Statement on Form F-1
Other Agreements with Novo Nordisk A/S
Evotec International Research Collaboration and License Agreement, page 157
1. | Staff’s comment: Please expand your description of this agreement to disclose and quantify the applicable payment streams, including aggregate potential milestone payments and royalty rates, within a range of 10 percentage points. Additionally, please disclose the expected expiry of the last-to-expire patent licensed under the agreement. |
Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 157 and 158 of the Amendment.
2
Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
October 28, 2021
Page 3
We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions regarding this matter, please contact the undersigned at (212) 446-4750 or by e-mail at sophia.hudson@kirkland.com.
Sincerely,
/s/ Sophia Hudson
Sophia Hudson, P.C.
VIA E-MAIL
cc: Werner Lanthaler Enno Spillner Evotec S.E.
Morgan Hill Kirkland & Ellis LLP
Nathan Ajiashvili Alison Haggerty Latham & Watkins LLP |