United States securities and exchange commission logo

                              November 30, 2020

       Owen Hughes
       President and Cheif Executive Officer
       Cullinan Oncology, LLC
       One Main Street
       Suite 520
       Cambridge, MA 02142

                                                        Re: Cullinan Oncology,
                                                            Draft Regiistration
Statement on From S-1
                                                            Submitted November
2, 2020
                                                            CIK No. 377-03734

       Dear Mr. Hughes:

              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 better
       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

             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 filed November 2, 2020

       Prospectus Summary
       Our Hub-and-Spoke Business Model, page 2

   1.                                                   Please revise your
disclosure to provide more detail regarding why you believe the hub-
                                                        and-spoke business
model enables you to maintain an optimal capital structure, attract
                                                        leading collaborators,
and promotes asset flexibility. Your discussion should include
                                                        mention of the
segregation of assets and liabilities, dividend or revenue sharing structure
                                                        between Cullinan
Management and the operating subsidiaries, and any agreements in
                                                        place between Cullinan
Management and the operating subsidiaries regarding shared
                                                        services and oversight
responsibilities, each to the extent relevant.
 Owen Hughes
FirstName LastNameOwen
Cullinan Oncology, LLC Hughes
Comapany 30,
November  NameCullinan
              2020       Oncology, LLC
Page 2    30, 2020 Page 2
FirstName LastName
2.       Please revise the graphic depiction of your hub and spoke business
model to indicate your
         ownership percentage in each of the subsidiaries. Your ownership in
each of these
         subsidiaries should be clarified throughout your registration
statement. For example,
         revise the descriptions of each of your product candidates to clarify
your percentage
         ownership of the subsidiary developing the candidate, revise
references to your
         subsidiaries to use the partially/wholly owned qualifiers and revise
your risk factor on
         page 19 referencing third party investors' rights in your subsidiaries
to clarify the
         percentage of each subsidiary held by third party investors,
collaborative partners or
Our Pipeline, page 3

3.       Please revise the product pipeline table on pages 3 and 121 to clearly
break out each stage
         or phase of clinical trials required for each product candidate. For
instance, for clinical
         stage, the chart should reflect each phase of trials that your product
candidates are
         required to complete to advance to the next stage of development. The
revised table
         should inform potential investors of the current stage of development
of each product
         individually and the stages remaining before commercialization of the
         candidates may be achieved. In this regard we note that the current
pipeline table ends at
         Phase 2.

         In addition, remove the terminated programs from the table, as it
should focus only on
         those programs that are presently material to the business.
Risk Factors
Our ability to realize value from our subsidiaries..., page 20

4.       We note the following on page 20: "Our equity interest in our
subsidiaries may be further
         reduced in the event such companies require additional capital and it
is obtained from
         third party investors rather than us. As a result, we may not be able
to exercise control
         over the affairs of any subsidiaries." Please expand your disclosure
to explain how your
         majority owned operating subsidiaries could seek and accept capital
from third party
         investors, thereby diluting your ownership and control over such
entities, without your
Cullinan MICA, page 105

5.       Please revise your discussion to describe the two milestone events
that are conditions to
         closing an additional $16 million investment in Series A Senior
Preferred Stock.
Management's Discussion and Analysis of Financial Condition and Results of
Critical Accounting Policies and Estimates
Equity-Based Compensation Expense, page 117

6.       Once you have an estimated offering price or range, please explain to
us how you
 Owen Hughes
FirstName LastNameOwen
Cullinan Oncology, LLC Hughes
Comapany 30,
November  NameCullinan
              2020       Oncology, LLC
Page 3    30, 2020 Page 3
FirstName LastName
         determined the fair value of the units underlying your equity
issuances and the reasons for
         any differences between the recent valuations of your units 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.
The Cullinan Approach, page 126

7.       We refer to your diagram on page 126 and the surrounding narrative,
and note the
         resemblance of your hub-and-spoke model to an investment firm with
underlying portfolio
         companies. Please provide your analysis regarding the applicability of
the Investment
         Company Act of 1940 to your business.
License Agreements, page 155

8.       Please revise the description of royalties due under the Taiho License
Agreement to
         specify within ten percentage points the royalty rate, rather than
providing a range of a
         "low single digit to low double digit" royalty. Additionally, quantify
all amounts paid to
         date, including the license fee paid and shares issued to Taiho.
9.       Please revise the description of your agreement with MIT to quantify
all amounts paid to
         date, the number of shares issued under the agreement and disclose the
royalty rate within
         ten percentage points.
10.      Please revise the description of the DKFZ/Tubingen license agreement
to quantify all
         amounts paid to date, including upfront and option exercise fees and
shares issued to
         DKFZ/Tubingen pursuant to the agreement.
11.      To the extent the performance benchmarks provide DKFZ/Tubingen with a
right to
         terminate the agreement, they appear material and require disclosure.
Please revise to
         describe the benchmarks and applicable timeframe. Alternatively,
explain the basis for
         your belief that the consequences of failing to meet a benchmark are
not material.
Intellectual Property, page 160

12.      Please revise your intellectual property disclosure to clearly
describe on an individual
         basis the type of patent protection granted for each technology, the
expiration of each
         patent held, and the jurisdiction of each patent. In this regard, it
may be useful to provide
         this disclosure in tabular form to support the narrative already


13.      Please file the following as exhibits to the registration statement:
             investor rights and voting agreements with third parties mentioned
on page 20;
             Shared Services Agreement discussed on page 201; and
 Owen Hughes
Cullinan Oncology, LLC
November 30, 2020
Page 4
             Royalty Transfer Agreements discussed on page 201.
         Alternatively, please provide an analysis regarding the applicability
of Item 601(b)(10) of
         Regulation S-K to these agreements.

14.      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 Vanessa Robertson at 202-551-3649 or Kevin Vaughn at
if you have questions regarding comments on the financial statements and
matters. Please contact Laura Crotty at 202-551-7614 or Suzanne Hayes at
202-551-3675 with
any other questions.

FirstName LastNameOwen Hughes                                  Sincerely,
Comapany NameCullinan Oncology, LLC
                                                               Division of
Corporation Finance
November 30, 2020 Page 4                                       Office of Life
FirstName LastName