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                            September 2, 2022

       Ying Huang, Ph.D
       Chief Financial Officer
       Legend Biotech Corporation
       2101 Cottontail Lane
       Somerset, NJ 08873

                                                        Re: Legend Biotech
Corporation
                                                            Form 20-F for
Fiscal Year Ended December 31, 2021
                                                            Filed March 31,
2022
                                                            File No. 001-39307

       Dear Dr. Huang:

              We have reviewed your filing 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for Fiscal Year Ended December 31, 2021

       Certain Information, page 1

   1.                                                   We note that your
definition of    China    or    PRC    specifically excludes Hong Kong and
                                                        Macau. Please revise
the definition of    China    or the    PRC    to include Hong Kong and
                                                        Macau and clarify that
the only time that "PRC or China" does not include Hong Kong or
                                                        Macau is when you
reference specific laws and regulations adopted by the PRC.
                                                        Additionally, clarify
that the    legal and operational    risks associated with operating in
                                                        China also apply to
operations in Hong Kong and Macau. Lastly, discuss any
                                                        commensurate laws and
regulations in Hong Kong and Macau, where applicable
                                                        throughout your filing,
and the risks and consequences to you associated with those laws
                                                        and regulations.
 Ying Huang, Ph.D
FirstName LastNameYing   Huang, Ph.D
Legend Biotech Corporation
Comapany 2,
September NameLegend
             2022      Biotech Corporation
September
Page 2    2, 2022 Page 2
FirstName LastName
D. Risk Factors
Risk Factors Summary, page 4

2.       Please revise your summary of risk factors so that you disclose the
risks that your
         corporate structure and being based in or having the majority of the
company   s operations
         in China poses to investors is prominent and upfront. In particular,
describe the significant
         regulatory, liquidity, and enforcement risks. For example,
specifically discuss risks arising
         from the legal system in China, including risks and uncertainties
regarding the
         enforcement of laws and that rules and regulations in China can change
quickly with little
         advance notice; and the risk that the Chinese government may intervene
or influence your
         operations at any time, or may exert more control over offerings
conducted overseas
         and/or foreign investment in China-based issuers, which could result
in a material change
         in your operations and/or the value of your securities. Acknowledge
any risks that any
         actions by the Chinese government to exert more oversight and control
over offerings that
         are conducted overseas and/or foreign investment in China-based
issuers could
         significantly limit or completely hinder your ability to offer or
continue to offer securities
         to investors and cause the value of your securities to significantly
decline or be
         worthless.
Part I
Item 3. Key Information, page 4

3.       At the onset of Part I, please disclose prominently that you are not a
Chinese operating
         company but a Cayman Islands holding company with operations conducted
by your
         subsidiaries. In addition, please provide early in the Business
section a diagram of the
         company   s corporate structure.
4.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in
China. Your disclosure
         should make clear whether these risks could result in a material
change in your operations
         and/or the value of your securities or could significantly limit or
completely hinder your
         ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless. Your disclosure
should address how
         recent statements and regulatory actions by China   s government, such
as those related to
         data security or anti-monopoly concerns, have or may impact the
company   s ability to
         conduct its business, accept foreign investments, or list on a U.S. or
other foreign
         exchange.
5.       We note that, on May 4, 2022, the SEC conclusively listed you under
the Holding Foreign
         Companies Accountable Act. Please provide prominent disclosure that
your auditor is
         subject to the determinations announced by the PCAOB on December 16,
2021 and how
         the Holding Foreign Companies Accountable Act and related regulations
will affect your
         company. In addition, disclose that trading in your securities may be
prohibited under the
         Holding Foreign Companies Accountable Act if the PCAOB determines that
it cannot
 Ying Huang, Ph.D
FirstName LastNameYing   Huang, Ph.D
Legend Biotech Corporation
Comapany 2,
September NameLegend
             2022      Biotech Corporation
September
Page 3    2, 2022 Page 3
FirstName LastName
         inspect or investigate completely your auditor, and that as a result
an exchange may
         determine to delist your securities. For additional information, refer
         to https://www.sec.gov/hfcaa.
6.       Clearly disclose how you will refer to the holding company and
subsidiaries when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. For example, disclose, if true, that your
subsidiaries conduct
         operations in China.
7.       Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings. Quantify any cash flows and
transfers of other
         assets by type that have occurred between the holding company and its
subsidiaries, and
         direction of transfer. Quantify any dividends or distributions that a
subsidiary have made
         to the holding company and which entity made such transfer, and their
tax consequences.
         Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
         tax consequences. Your disclosure should make clear if no transfers,
dividends, or
         distributions have been made to date. Describe any restrictions on
foreign exchange and
         your ability to transfer cash between entities, across borders, and to
U.S.
         investors. Describe any restrictions and limitations on your ability
to distribute earnings
         from the company, including your subsidiaries, to the parent company
and U.S. investors.
8.       Disclose each permission or approval that you or your subsidiaries are
required to obtain
         from Chinese authorities to operate your business and to offer
securities to foreign
         investors. State whether you or your subsidiaries are covered by
permissions requirements
         from the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of
         China (CAC) or any other governmental agency that is required to
approve your
         operations, and state affirmatively whether you have received all
requisite permissions or
         approvals and whether any permissions or approvals have been denied.
Please also
         describe the consequences to you and your investors if you or your
subsidiaries: (i) do not
         receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
         permissions or approvals are not required, or (iii) applicable laws,
regulations, or
         interpretations change and you are required to obtain such permissions
or approvals in the
         future.
Risks Related to Doing Business in China, page 57

9.       Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to highlight separately the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your securities. Also,
given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit
 Ying Huang, Ph.D
Legend Biotech Corporation
September 2, 2022
Page 4
       or completely hinder your ability to offer or continue to offer
securities to investors and
       cause the value of your securities to significantly decline or be
worthless.
The audit report included in this Annual Report is prepared by an auditor who
is not inspected by
the Public Company Accounting. . ., page 69

10.    Update your disclosure to reflect that the Commission adopted rules to
implement the
       HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report
notifying the
       Commission of its determination that it is unable to inspect or
investigate completely
       accounting firms headquartered in mainland China or Hong Kong. Moreover,
please
       update this risk factor to account for the fact that the SEC
conclusively identified you
       under the HFCAA on May 4, 2022.
Operating And Financial Review And Prospects
Operating Results, page 153

11.    Please expand in future filings to include a more robust disclosures for
your operating
       result, including more disaggregated disclosures about the significant
components of
       revenues or expenses and their change drivers, both quantitatively and
qualitatively. More
       specifically on the research and development expenses, considering the
significant
       balances, the existence of other phase 3 trials, as well as the impact
from the Janssen
       agreement, please provide more disaggregated disclosures by product
(group), and or by
       nature of costs. Please also disclose specifically the amount of
research and
       development expenses incurred by yourself as well as the amount payable
to Janssen
       under your license and collaboration agreement with Janssen. In that
regard, you disclosed
       at page F-49 that you took a total of $119.7 million funding advances in
2021 by reducing
       the same amount of other payables due to the collaborator. Refer to Item
303 of
       Regulation S-K.
        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.

       You may contact Li Xiao at 202-551-4391 or Daniel Gordon at 202-551-3486
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Dillon Hagius at 202-551-7967 or Jason Drory at 202-551-8342 with any other
questions.



                                                              Sincerely,
FirstName LastNameYing Huang, Ph.D
                                                              Division of
Corporation Finance
Comapany NameLegend Biotech Corporation
                                                              Office of Life
Sciences
September 2, 2022 Page 4
cc:       Marc L. Harrison
FirstName LastName