United States securities and exchange commission logo

                             June 4, 2021

       Heather Turner
       Chief General Counsel
       Lyell Immunopharma, Inc.
       400 East Jamie Court, Suite 301
       South San Francisco, California 94080

                                                        Re: Lyell Immunopharma,
Statement on Form S-1
                                                            Filed May 25, 2021
                                                            File No. 333-256470

       Dear Ms. Turner:

               We have reviewed your registration statement and have the
following comment. Please
       respond to this letter by amending your registration statement and
providing the requested
       information. If you do not believe our comment applies to your facts and
circumstances or do
       not believe an amendment is appropriate, please tell us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.

       Registration Statement on Form S-1 filed May 25, 2021

       Stanford License Agreement and Success Payment Agreement, page 145

   1.                                                   We note your disclosure
on page 146 that you are required to pay Stanford a low-double-
                                                        digit portion of the
payments received from sublicensees. Please revise your disclosure to
                                                        give investors a
reasonable idea of the amount of the royalty rate that does not exceed ten
                                                        percentage points.
               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.

              Refer to Rules 460 and 461 regarding requests for acceleration.
Please allow adequate
       time for us to review any amendment prior to the requested effective
date of the registration
 Heather Turner
Lyell Immunopharma, Inc.
June 4, 2021
Page 2

       You may contact Vanessa Robertson at 202-551-3649 or Jenn Do at
202-551-3743 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tom Kluck at 202-551-3233 or Laura Crotty at 202-551-7614 with any
other questions.

FirstName LastNameHeather Turner
                                                        Division of Corporation
Comapany NameLyell Immunopharma, Inc.
                                                        Office of Life Sciences
June 4, 2021 Page 2
cc:       Dave Peinsipp
FirstName LastName