April 16, 2018
Jeff Gabor
Erin Jaskot
Office of Healthcare and Insurance
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Taiwan Liposome Company, Ltd. |
| Amendment No. 2 to Draft Registration Statement on Form F-1, Submitted February 6, 2018; CIK No. 0001722890; and |
| Registration Statement on Form F-1, Filed February 16, 2018; File No. 333-223090 |
Dear Mr. Gabor and Ms. Jaskot:
On behalf of Taiwan Liposome Company, Ltd. (“TLC” or the “Company”), we submit this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by (i) letter dated February 16, 2018 (the “Comment Letter No. 1”) with respect to the Company’s Confidential Amendment No. 2 to Draft Registration Statement on Form F-1 submitted to the Commission on February 6, 2018 and (ii) letter dated February 27, 2018 (the “Comment Letter No. 2,” and together with the Comment Letter No. 1, the “Comment Letters”) with respect to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) filed on February 16, 2018. Concurrently with the submission of this response letter, the Company is submitting Amendment No. 1 to the Registration Statement (“Amendment No. 1”). In addition to addressing the comments raised by the Staff in the Comment Letters, the Company has revised Amendment No. 1 to update other disclosures.
For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the applicable Comment Letter, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the response below, page number references are to Amendment No. 1.
Comment Letter No. 1
DRS/A Submitted February 6, 2018
TLC599, Market Research Study, page 87
April 16, 2018
Page Two
1. We note your response to our prior comment three. We are unable to agree that ZS Associates is not expert under Securities Rule 436. Because the disclosure attributes certain of the disclosure to ZS Associates, please file a consent as required by Rule 436. In the alternative, please make clear that the disclosure is the responsibility of the company. For guidance please refer to Question 141.02 of Compliance and Disclosure Interpretations for Securities Act Sections.
Response: In response to the Staff’s comment, the Company confirms that it has sole responsibility for the disclosure referenced in the Staff’s comment. The Company has also revised the disclosure on page 89 of Amendment No. 1.
Comment Letter No. 2
Form F-1 Filed February 16, 2018
Principal Shareholders, page 133
1. Please update your beneficial ownership as of the most recent practicable date. See Item 7 of Form 20-F.
Response: In response to the Staff’s comment, the Company has updated the beneficial ownership disclosure on pages 136-138 of Amendment No. 1 to the most recent practicable date of March 31, 2018.
* * *
April 16, 2018
Page Three
Please contact me at (858) 550-6049 or Robert Phillips at (415) 693-2020 with any questions or further comments regarding our response to the Staff’s comment.
Sincerely,
/s/ Charles S. Kim
Charles S. Kim
| cc: | George Yeh, Taiwan Liposome Company, Ltd. |
| Robert Phillips, Cooley LLP |
| James Lu, Cooley LLP |
| Jacqueline Fu, K&L Gates |
| Bruce K. Dallas, Davis Polk & Wardwell LLP |
| Justin C. Liang, Baker & McKenzie, Taiwan |