TEXT-EXTRACT 2 filename2.txt November 4, 2019 Gerard Michel Principal Financial Officer Vericel Corp 64 Sidney Street Cambridge, MA 02139 Re: Vericel Corp Form 10-K for the Fiscal Year Ended December 31, 2018 Filed February 26, 2019 Form 10-Q for the Quarterly Period Ended June 30, 2019 Filed August 6, 2019 File No. 001-35280 Dear Mr. Michel: We have reviewed your filings 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 10-Q for the Quarterly Period Ended June 30, 2019 Notes to Condensed Consolidated Financial Statements 12. NexoBrid License and Supply Agreements, page 18 1. You disclose that you will pay MediWound tiered royalties on net sales ranging from high single-digit to low double-digit percentages, subject to customary reductions. Please revise your disclosure in future filings to disclose a royalty rate or range that does not exceed a 10 point range. Gerard Michel FirstName LastNameGerard Michel Vericel Corp Comapany 4, 2019 November NameVericel Corp Page 2 November 4, 2019 Page 2 FirstName LastName 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 Jacob Luxenburg at (202) 551-2339 or Angela Connell at (202) 551- 3426 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences