United States securities and exchange commission logo

                           January 19, 2021

       William Enright
       Chief Executive Officer
       Vaccitech Limited
       The Schr  dinger Building
       Heatley Road
       The Oxford Science Park
       Oxford OX4 4GE
       United Kingdom

                                                        Re: Vaccitech Limited
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
23, 2020
                                                            CIK No. 0001828185

       Dear Mr. Enright:

              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 submitted December 23, 2020

       Prospectus Summary
       Overview, page 4

   1.                                                   Please revise your
pipeline table on pages 4 and 119 and the images on pages 134 and 137
                                                        so that all information
is clearly legible.
 William Enright
FirstName  LastNameWilliam Enright
Vaccitech Limited
January 19,NameVaccitech
            2021         Limited
Page 2 19, 2021 Page 2
FirstName LastName
2.       Please revise to provide support for your statement that modified
vaccinia Ankara are
         "well-validated" with "demonstrable safety profiles."
Implications of Being an Emerging Growth Company, page 8

3.       Please 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.
Risk Factors
The intellectual property landscape around immunotherapeutics and viral-vector
vaccines..., page 57

4.       We note that you are aware of third-party patents in the United States
with claims which
         may be relevant to your VTP-300 product candidate. Please expand your
disclosure in the
         Business section and other sections as appropriate to discuss this
issue, the type of
         protection covered by this patent, and any material consequences you
expect if such
         claims are invalidated.
Use of Proceeds, page 92

5.       Please expand to disclose the approximate amount of proceeds that you
intend to allocate
         toward each of the programs. In your revised disclosure, please also
indicate how far the
         proceeds from the offering will allow you to proceed with the
continued development of
         each of your programs.
Management   s Discussion and Analysis of Financial Condition and Results of
Critical accounting policies and significant judgments and estimates
Share Based Compensation , page 114

6.       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 IPO 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.
Strengths of Our Platform
Favorable tolerability profile, page 126

7.       We note that side effects of the ChAdOx1 vector in eleven clinical
trials have been mostly
         mild to moderate. Please expand to disclose whether this vector has
shown any significant
         safety issues or side effects and, if so, describe any such issues or
 William Enright
FirstName  LastNameWilliam Enright
Vaccitech Limited
January 19,NameVaccitech
            2021         Limited
Page 3 19, 2021 Page 3
FirstName LastName
Our Therapeutic Programs
VTP-850: Our Next-Generation Immunotherapeutic Candidate for Prostate Cancer
Clinical Development, page 141

8.       Please expand to disclose the location of the clinical trials of
VTP-800 and the planned
         Phase 1/2a trial of VTP-850. Please make similar disclosure, as
warranted, with respect to
         clinical trials of your other product candidates.
Prophylactic Vaccine Candidates for the Prevention of COVID-19 Infection, page

9.       Please revise your disclosure related to AZD1222 to balance the
positive aspects of the
         vaccine candidate with a similarly detailed discussion of any
disadvantages it may have in
         relation to its competitors.
Our Collaboration and License Agreements, page 154

10.      For each of your collaboration and license agreements, please expand
to disclose
         aggregate royalty and milestone payments that you have paid or
received under the
         respective agreements and the expected expiry of the last to expire
patent licensed under
         the agreements, as applicable.
Employees, page 182

11.      Please expand your disclosure to include a description of your human
         resources, including any human capital measures or objectives that you
focus on in
         managing your business. Refer to Regulation S-K Item 101(c)(2)(ii).
Principal Shareholders, page 198

12.      Please identify the natural person(s) or public corporations with
voting and/or dispositive
         power over the shares owned by each of your 5% or greater
Financial Statements
Note 12. Commitments and Contingencies, page F-25

13.      We note your general discussion of license agreements. Please revise
to discuss any
         significant agreements and their related terms separately in the
footnotes or, alternatively,
         confirm there are no other material license agreements.
PART II - Information Not Required In Prospectus
Item 15. Recent Sales of Unregistered Securities, page II-1

14.      Please expand your disclosure related to Issuances of Share Capital to
name the persons or
         more clearly identify the class of persons to whom the securities were
sold. Refer to Item
         701(b) for guidance.
 William Enright
Vaccitech Limited
January 19, 2021
Page 4

       You may contact Julie Sherman at 202-551-3640 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Jeffrey Gabor at 202-551-2544 with any

FirstName LastNameWilliam Enright
                                                          Division of
Corporation Finance
Comapany NameVaccitech Limited
                                                          Office of Life
January 19, 2021 Page 4
cc:       Robert E. Puopolo, Esq.
FirstName LastName