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                              November 29, 2020

       Kevin Ali
       Chief Executive Officer
       Organon & Co.
       30 Hudson Street
       Jersey City, NJ 07302

                                                        Re: Organon & Co.
                                                            Draft Registration
Statement on Form 10
                                                            Submitted November
2, 2020
                                                            CIK No. 0001821825

       Dear Mr. Ali:

              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
response.

             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
       comments.

       Draft Registration Statement on Form 10 submitted November 2, 2020

       Exhibit 99.1 Information Statement
       Industry, Ranking and Market Data, page ii

   1.                                                   Your statement that you
have not independently verified third-party market and industry
                                                        data may imply an
inappropriate disclaimer of responsibility with respect third-party
                                                        information included in
your registration statement. Please either delete this statement or
                                                        specifically state that
you are liable for such information.
       Company Overview, page 7

   2.                                                   We note your disclosure
that the sizeable impacts of loss of exclusivity for many of your
                                                        products have passed
and that you expect your portfolio will continue to deliver strong,
 Kevin Ali
FirstName
Organon &LastNameKevin    Ali
           Co.
Comapany 29,
November  NameOrganon
              2020       & Co.
November
Page 2    29, 2020 Page 2
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         reliable operating profit. Please revise to disclose which of your
material products no
         longer have patent protection and when related market exclusivity
ended. To the extent
         practicable, please quantify the impacts of loss of exclusivity and
disclose when the
         material impacts to your sales occurred.
3.       We note your market statistics for the global market for biosimilars
and the estimate of the
         aggregate market value of biologics that will lose patent protection
in the next decade.
         Please balance this disclosure with disclosure of the current size of
the markets for your
         existing biosimilars and make it clear that you do not currently have
product candidates
         that address the broad market of biologic products that will lose
patent protection in the
         next decade. Additionally, we note your disclosure on page 10 that you
believe your
         biosimilars exhibit substantial early stage growth potential. Please
revise this statement
         and similar statements throughout your registration statement to
remove any implication
         that you will be successful in securing any particular market share.
As examples only, we
         note your disclosure on page 83 that you believe you are poised to
capture significant
         market share within a large but untapped biosimilars market, and on
page 84 that you
         believe your are poised to continue the initial success "[you] have
realized to date." Where
         you discuss your established brands market and strategy beginning on
page 86, revise to
         briefly explain what you mean by direct product promotion to capture
an improved
         operating leverage position and potential growth and further
investment in selling models
         that strengthen your portfolio and in digital omni-channel selling
capabilities.
Summary of Risks Related to Organon's Business and the Separation, page 14

4.       Please add a bullet point that highlights the risks related to your
indebtedness that you
         expect to incur to finance the cash distribution to Merck, as
discussed on page 35. Please
         also highlight under an appropriate heading your dependence on your
collaboration with
         Samsung Bioepis for the development of biosimilars, as discussed on
page 31.
Risk Factors
We expect to have limited in-house research and development capabilities and
will rely on future
acquisitions, partnerships..., page 23

5.       Please clarify the limitations on the intellectual property licenses
for Nexplanon /
         Implanon NXT.
Potential indemnification liabilities to Merck pursuant to the separation
agreement could
adversely affect us...., page 33

6.       Please expand your disclosure to discuss any pending material
litigation for which you
         have agreed to indemnify Merck.
 Kevin Ali
FirstName
Organon &LastNameKevin    Ali
           Co.
Comapany 29,
November  NameOrganon
              2020       & Co.
November
Page 3    29, 2020 Page 3
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There could be significant income tax liability if the Spin-off or certain
related transactions are
determined to be taxable..., page 33

7.       Please expand this risk factor to disclose the liabilities that
Organon would incur if the
         spin-off is determined to be taxable.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Estimates
Impairments of Long-Lived Assets, page 68

8.       Please tell us and expand the disclosure to indicate the nature and
origin of the goodwill
         and intangible asset balances reported. Disclose the methodology used
to determine the
         goodwill and intangible assets balances attributable to the carve-out
business. Tell us if
         any of your reporting units can be considered to be at risk as defined
in ASC 350 (i.e., fair
         value is not substantially in excess of the carrying value), and tell
us the magnitude of the
         excess of the fair value over carrying value at your last testing
date. Refer to the effects of
         the COVID-19 pandemic as necessary in your response. To the extent
your reporting
         units are not at risk of failing the quantitative goodwill impairment
test, please disclose
         this fact.
Our Biosimilars Products, page 84

9.       We note the table on page 84 that includes the global sales for the
biologics comparable to
         your biosimilars. Please revise your presentation to make clear, if
true, that the expected
         sales figures for your biosimilar products will be less than the
global sales listed in the
         table for the commercialized biologics.
10.      We note that your collaboration partner reached settlement agreements
with AbbVie and
         and Roche in order for you to launch Hadlima and Ontruzant,
respectively. Please explain
         the need for the settlement agreements and any limitations on your
ability to
         commercialize these products.
Intellectual Property, page 92

11.      With respect to your material patents, please disclose the specific
products, product
         groups and technologies to which such patents relate, 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.
Samsung Bioepis Development and Commercialization Agreement, page 109

12.      Please disclose the aggregate future milestone payments to be paid
pursuant to the
         Samsung Bioepis agreement and any royalty rates or royalty range not
to exceed
         ten percent, term and termination provisions. Please also file the
agreement as an exhibit
         or tell us why you believe such filing is not required.
 Kevin Ali
Organon & Co.
November 29, 2020
Page 4
Combined Financial Statement of Organon & Co
Combined Statement of Equity, page F-5

13.    Please reconcile the Net transfers to Parent amounts presented on the
Combined Statement
       of Equity on page F-5 to the amounts presented on the Combined Statement
of Cash
       Flows on page F-6 for all periods presented.
Note 2. Basis of Presentation, page F-7

14.    We acknowledge your disclosure that explains that your financial
statements have been
       prepared on a standalone basis, and were derived from Merck   s
consolidated financial
       statements and accounting records. In addition, please include a
statement, if true, that the
       assets, liabilities, revenue and expenses directly attributable to your
operations have been
       reflected in your financial statements on a historical cost basis, as
included in the
       consolidated financial statements of Merck. Please refer to ASC
805-50-30-5 and 30-6 as
       applicable in your response.
15.    Please include a statement, if true, that the accounting policies of the
carve-out business
       reflect the historical accounting policies applied by the parent entity,
Merck, or include
       disclosure that clarifies any departure. If the preparation of carve-out
financial statements
       resulted in adoption of an accounting principle or a change in
accounting principle, please
       disclose that fact, and explain why the adoption was considered
appropriate. Please refer
       to ASC 250-10-45-1 and 45-2 in your response.
Exhibits

16.    Please file the transition services agreement, manufacturing and supply
agreement,
       trademark assignment and license agreement and intellectual property
license
       agreement as exhibits to your registration statement on Form 10, or tell
us why you
       believe these agreements are not required to be filed as exhibits.
       You may contact Ibolya Ignat at 202-551-3636 or Angela Connell at
202-551-3426 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Christopher Edwards at 202-551-6761 or Christine Westbrook at
202-551-5019 with any
other questions.



                                                              Sincerely,
FirstName LastNameKevin Ali
                                                              Division of
Corporation Finance
Comapany NameOrganon & Co.
                                                              Office of Life
Sciences
November 29, 2020 Page 4
cc:       Eric Scarazzo, Esq.
FirstName LastName