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 29, 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. 3 to Registration Statement on Form F-1
Filed October 28, 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 28, 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. 3 to the Registration Statement on Form F-1 filed by the Company on October 28, 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.
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Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
October 29, 2021
Page 2
Amendment No. 3 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: We note your response to comment 1. Please revise your description of this agreement to more specifically quantify the payment provisions, including aggregate potential development milestone and sales milestone payments per product. Please note, while we are willing to accept a range for the royalty rate, disclosures such as “mid-double digit millions” and “low one hundred millions” for the development and sales milestones are not sufficient. Please revise to quantify each of these amounts on a per candidate basis. |
Response: The Company respectfully acknowledges the Staff’s comment and has revised page 157 of the Amendment.
Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
October 29, 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