April 2, 2020

Yuan Xu, Ph.D.
Chief Executive Officer
Legend Biotech Corporation
2101 Cottontail Lane
Somerset, NJ 08873

       Re: Legend Biotech Corporation
           Draft Registration Statement on Form S-1
           Submitted March 9, 2020
           CIK No. 0001801198

Dear Dr. Xu:

       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
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Registration Statement on Form S-1 submitted March 9, 2020

Prospectus Summary
Overview, page 1

1.     Please delete references to your product candidates as potentially
"best-in-class." This
       statement implies an expectation of regulatory approval and is
inappropriate given the
       length of time and uncertainty with respect to securing marketing
approval. If your use of
       this term was intended to convey your belief that the products are based
on a novel
       technology or approach, you may discuss how your technology differs from
 Yuan Xu, Ph.D.
FirstName LastNameYuan Xu, Ph.D.
Legend Biotech Corporation
Comapany NameLegend Biotech Corporation
April 2, 2020
Page 2,
April 2 2020 Page 2
FirstName LastName
2.       We note your use of "manageable safety profile" here and throughout
the prospectus.
         Please revise your disclosure to explain what constitutes a
"manageable safety profile."
         Please also discuss the specific experiences of your subjects which
led you to reach this
3.       We note you describe here in the Summary and elsewhere favorable
results observed in
         LCAR-B38M/JNJ-4528. Please expand to provide fuller context for these
statements by
         providing the specific details and parameters of these trials,
including the statistical
         significance of the observed results.
4.       We note that you anticipate that a BLA will be submitted to the FDA
and a MAA will be
         submitted to the EMA for JNJ-4528 for the treatment of RRMM in the
second half of
         2020. However, we note that CARTITUTE-1/2 are in the midst of Phase II
and your
         Phase III trial, CARTITUDE-4, has not started enrollment. Please
supplementally tell us
         why you believe you will be in a position to submit BLA/MAA for
JNJ-4528 in the
         second half of 2020.
Our Pipeline, page 2

5.       The table of your product candidate pipeline on pages 2 and 111 should
reflect the actual,
         and not the anticipated, status of your pipeline candidates as of the
latest practicable date.
         The table currently suggests that CARTITUDE-4 trial is in the midst of
Phase 3 but your
         disclosure indicates that you have not started enrollment. Please
revise to show the actual
Risk Factors
Adverse side effects or other safety risks associated with our product
candidates could delay or
preclude approval..., page 24

6.       We note the deaths reported in your LEGEND-2 clinical trial. Please
revise to clarify
         whether the deaths were treatment related.
Use of Proceeds, page 90

7.       We note your statement that the net proceeds from this offering,
together with your
         existing cash and cash equivalents, may be insufficient to fund any of
your product
         candidates through regulatory approval, and you anticipate needing to
raise additional
         capital. Please revise your use of proceeds to clarify how far along
in the development
         process of LCAR-B38M/JNJ-4528 you expect the proceeds from this
offering, together
         with your existing cash and cash equivalents, will take you.
 Yuan Xu, Ph.D.
FirstName LastNameYuan Xu, Ph.D.
Legend Biotech Corporation
Comapany NameLegend Biotech Corporation
April 2, 2020
Page 2,
April 3 2020 Page 3
FirstName LastName
Research and Development Expenses, page 99

8.       You state on page 100 "We track outsourced development costs by
product candidate or
         preclinical program, but we do not allocate personnel costs, other
internal costs or external
         consultant costs to specific product candidates or preclinical
programs." Please disclose
         costs by product candidate for each period presented or direct us to
that disclosure.
Critical Accounting Policies, page 105
Shared-Based Compensation, page 107

9.       Please revise to disclose the extent to which any stock-based
compensation has been
         awarded during 2019 and provide the fair valuations of each award.
Once you have an
         estimated offering price or range, please explain to us how you
determined the fair value
         of the common stock underlying your equity issuances and the reasons
for any differences
         between the recent valuations of your common stock leading up to the
initial public
         offering and the estimated offering price. This information will help
facilitate our review
         of your accounting for equity issuances including stock compensation
and beneficial
         conversion features.
Our Programs, page 116

10.      Please describe the International Myeloma Working Group criteria and
explain how it is
         used to measure patient response.
11.      We note that your disclosures throughout this section references
"overall response rate,"
         "partial response," "very good partial response," "stable disease,"
and "objective
         response." For your completed clinical trials, please revise your
document to describe the
         clinical endpoints and clarify what constitutes an overall response
rate, objective response,
         partial response, and very good partial response. Additionally clarify
how you have
         measured or concluded that the disease is stable.
Completed Clinical Results
LEGEND-2 (China), page 123

12.      We note use of p-values on page 123. At first use, please explain how
"p-value" is used to
         measure statistical significance and the relevance of statistical
significance to the FDA's
         evidentiary standards for drug approval.
Company-Owned Intellectual Property, page 136

13.      Please disclose the jurisdictions of your most material foreign patent
 Yuan Xu, Ph.D.
FirstName LastNameYuan Xu, Ph.D.
Legend Biotech Corporation
Comapany NameLegend Biotech Corporation
April 2, 2020
Page 2,
April 4 2020 Page 4
FirstName LastName
Competition, page 138

14.      Please revise your discussion of competitive conditions by describing
the current
         landscape for patent protections in your industry. In this regard, we
note that across
         several risk factors on pages 53 to 62 you highlight risks stemming
from existing third
         party patents and patent applications. In your discussion of the
competitive landscape,
         identify specific patents and patent applications, if material, as
well as their
Jury Trial Waiver, page 198

15.      We note your disclosure regarding the waiver of jury trial provision
on page 198. Please
         include a risk factor to highlight the material risks related to this
provision, including the
         possibility of less favorable outcomes, uncertainty regarding its
enforceability, the
         potential for increased costs to bring a claim, whether it may
discourage or limit suits
         against you or the depositary and whether the provision applies to
purchasers in secondary
         transactions. Also disclose whether this provision would apply if the
ADS holder were to
         withdraw the ordinary shares.
Financial Statements, page F-1

16.      Please tell us why you do not include a note to the financial
statements regarding the
         Janssen Agreement that:
           includes disclosure of the significant judgments underlying your
conclusion that the
             license granted to Janssen was distinct and represented a
right-to-use license, as
             addressed in paragraph 123 and 125 of IFRS 15;
           quantifies the amount allocated to each performance obligation at
inception and at
             each time the transaction price was updated pursuant to paragraph
120 of IFRS 15;
           describes and quantifies the methods and assumptions used to
determine standalone
             selling price;
           a rollforward of the contract liability account showing increases
and decreases to the
             balance pursuant to paragraph 118 of IFRS 15;
           discloses the amount recognized for the license at inception and how
that amount was
           explains how you determined the $7,570,000 of revenue for the
license in 2018
             shown in Note 5 to the financial statements;
           explains how you determined the $40,534,000 of revenue for joint
steering committee
             in 2018 shown in Note 5;
           explains why you defer milestone payments received;
           discloses how you determined that performing research and
development services for
             Janssen was not a performance obligation; and
           you disclose that you had contracted but not yet recognized revenue
of approximately
             $322 million as of December 31, 2018 of which you expect to
             approximately 12.5% over the next twelve months and the remainder
 Yuan Xu, Ph.D.
Legend Biotech Corporation
April 2, 2020
Page 5
          through the remaining collaboration period. Please tell us how you
considered that
          these two time bands would be the most appropriate to explain when
you expect to
          recognize the revenue related to your remaining performance
obligations given the
          initial band only represents 11% of a 9 year remaining estimated
collaboration period.
          Refer to paragraph 120(b) of IFRS 15.
17.   With regard to the $1,115 million in the Janssen agreement that may be
received for the
      achievement of specified future development, regulatory and net trade
sales milestones:
        we believe additional disclosure would improve information regarding
the nature,
          amount, timing, and uncertainty of revenue and cash flows arising
from your
          contracts. Refer to IFRS 15 paragraph 110. Provide disclosure that
          disaggregates the aggregate amount. Given the differences in the
nature, timing, and
          uncertainty between development, regulatory and net trade sales
milestones, we
          believe that separate amounts should be provided for those
        also, tell us your consideration of disclosing individually material
        finally, disclose the triggering event for receipt of the four
milestones that have been
          received as specified in paragraph 117 of IFRS 15.
24. Reserves, page F-44

18.   We note the risk factor on page 69 related to PRC restrictions that could
prevent you from
      distributing dividends to your foreign subsidiaries and the amount of
restricted net assets
      as of December 31, 2018 quantified herein. Please tell us how you
considered the
      requirements under Item 8 of Form F-1 and Article 5-04 of Regulation S-X
to provide
      condensed financial information of the registrant.

19.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
        You may contact Jenn Do at 202-551-3743 or Lisa Vanjoske at
202-551-3614 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jeffrey Gabor at 202-551-2544 or Celeste Murphy at 202-551-3257 with any other

FirstName LastNameYuan Xu, Ph.D.
                                                            Division of
Corporation Finance
Comapany NameLegend Biotech Corporation
                                                            Office of Life
April 2, 2020 Page 5
cc:       Mark Ballantyne, Esq.
FirstName LastName