United States securities and exchange commission logo

                              August 12, 2021

       Devdatt Kurdikar
       President and Chief Executive Officer
       Berra Newco, Inc.
       1 Becton Drive
       Franklin Lakes, NJ 07417

                                                        Re: Berra Newco, Inc.
                                                            Draft Registration
Statement on Form 10-12B
                                                            Submitted July 15,
                                                            CIK No. 0001872789

       Dear Mr. Kurdikar:

              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 10-12B

       Industry Information, page ii

   1.                                                   Your statement that you
have not independently verified data from industry analyses and
                                                        cannot guarantee their
accuracy or completeness may imply an inappropriate disclaimer of
                                                        responsibility with
respect to third-party information included in your registration
                                                        statement. Please
either delete this statement or specifically state that you are liable for
                                                        such information.
       Our Company, page 8

   2.                                                   Please revise to
disclose the status of the development of your insulin patch pump. Please
                                                        also discuss the
regulatory approval process for the insulin pump patch in the Regulatory
 Devdatt Kurdikar
FirstName LastNameDevdatt Kurdikar
Berra Newco, Inc.
August 12, NameBerra
           2021       Newco, Inc.
Page 2 12, 2021 Page 2
FirstName LastName
         Matters section on page 71.
Summary Historical and Unaudited Pro Forma Financial Information
Combined Statement of Income, page 17

3.       Please revise to provide the pro forma earnings per share information
within your Pro
         Forma Year Ended September 30, 2021 column when available.
Newco's amended and restated certificate of incorporation will designate the
state courts within
the State of Delaware, page 37

4.       Please revise this risk factor to disclose that there is also a risk
that your exclusive forum
         provision may result in increased costs for investors to bring a
Intellectual Property, page 70

5.       With respect to your material patents, please disclose how many
patents or patent
         applications relate to the specific products, product groups and
technologies discussed in
         this section, whether they are owned or licensed, the type of patent
protection you have,
         the expiration dates, the applicable jurisdictions and whether there
are any contested
         proceedings or third-party claims.
6.       We note your disclosure here that you "access technologies through a
combination of
         license and supply arrangements." With respect to each material
license agreement and
         supply arrangement, where appropriate, please revise to disclose the
nature and scope of
         intellectual property transferred if the agreement involves a license,
each parties    rights
         and obligations, the duration of the agreement, the royalty term, the
         provisions, and the following payment provisions:

             Up-front or execution payments received or paid;
             Aggregate amounts paid or received to date under the agreement;
             Aggregate future potential milestone payments to be paid or
             Royalty rates or a royalty range;
             Profit or revenue-sharing provisions; and
             Minimum purchase requirements if the agreement involves

         Please also file these agreements as exhibits or tell us why you
believe that you are not
         required to file them. Refer to Item 601(b)(10) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Results of Operations, page 77

7.       To the extent possible, revise your results of operations to
separately disclose the
         estimated impact of each of the factors you cited for the changes in
your revenues and
 Devdatt Kurdikar
Berra Newco, Inc.
August 12, 2021
Page 3
Description of Newco Capital Stock, page 106

8.    We note that you refer shareholders to, in part, the applicable
provisions of Delaware law.
      It is not appropriate to qualify your disclosure by reference to
information that is not
      included in the filing or filed as an exhibit. Please revise accordingly.
Index to Combined Financial Statements, page F-1

9.    Revise Note 1 to disclose the date Berra Newco, Inc. was incorporated. If
true, revise Note
      1 to confirm that Berra Newco, Inc. has no assets, liabilities,
operations, or commitments
      and contingencies during the periods presented here and until the date of
the transfer of
      the diabetes care business to Berra Newco, Inc. Otherwise, please revise
to include the
      audited financial statements of Berra Newco, Inc.
2. Summary of Significant Accounting Policies
Inventories, page F-9

10.   Your disclosure states that inventory is stated at the lower of
approximate cost determined
      on the first-in, first-out basis or market. Please revise to clarify, if
true, that your inventory
      is measured at the lower of cost or net realizable value consistent with
ASC 330-10-35-
Notes to Combined Financial Statements
7. Revenues, page F-14

11.   Revise to separately quantify your rebates, sales discounts, and sales
returns. To the
      extent you believe such deductions are not material for disclosure,
provide us with
      amounts for the periods presented as part of your response. To the extent
you experience
      significant out of period adjustments to any of these deductions, revise
to provide a
      rollforward which separately quantifies such adjustments.

       You may contact Li Xiao at 202-551-4391 or Kevin Vaughn at 202-551-3494
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jason Drory at 202-551-8342 or Ada D. Sarmento at 202-551-3798 with any other

FirstName LastNameDevdatt Kurdikar
                                                               Division of
Corporation Finance
Comapany NameBerra Newco, Inc.
                                                               Office of Life
August 12, 2021 Page 3
cc:       David Lam, Esq.
FirstName LastName