SecProbe.io

August 8, 2025
Ryan Murr
Partner
Gibson, Dunn & Crutcher LLP
One Embarcadero Center
Suite 2600
San Francisco, CA 94111
Re:iTeos Therapeutics, Inc.
Schedule TO-T filed by Concentra Biosciences, LLC, Concentra Merger Sub
VIII, Inc., Tang Capital Partners, LP, and Tang Capital Management, LLC
Filed August 1, 2025
File No. 005-91596
Dear Ryan Murr:
            We have reviewed your filing 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 these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-T
Item 12. Exhibits, page 1
1.We note that the merger agreement, filed as exhibit (d)(1) to this Schedule TO, refers,
in section 2.01(c) to a Schedule I. We also note that such schedule does not appear to
have been filed. Please file the schedule or advise.
Offer to Purchase -- Summary Term Sheet, page 1
2.We note the repeated use of the term "certain" in your description of the terms of the
Limited Guaranty. Please revise your disclosure to provide additional details such that
security holders are able to ascertain the terms of the guaranty.
Refer to the question "What is the CVR and how does it work?" In the third bullet
point you describe the Additional Closing Net Cash Proceeds. Please revise this 3.

August 8, 2025
Page 2
disclosure to describe in detail the various reductions to the Closing Net Cash
specified in the merger agreement.
4.Refer to the question "What is the CVR and how does it work?" In the fifth bullet
point you state that Parent "...shall...use commercially reasonable efforts to spend up
to $350,000..." to take various actions. It is unclear whether the "commercially
reasonable efforts" are to be made with respect to spending the stated funds or to
effect the actions listed, in which case the expenses would be subject to the CVR
Expense Cap. Please revise.
5.On a related note, and only to the extent any revised disclosure in response to the prior
comment does not address it, please describe what efforts the bidders are required to
make in order to bring about the developments that may result in a CVR payment to
security holders.
6.Refer to the question "If I accept the offer, when and how will I get paid?" Please tell
us why the bidders will need up to thirty days to make payments pursuant to the CVR.
We note that, in the case of a payment arising out of any Additional Closing Net Cash,
it would appear that a merger would be completed shortly after the expiration of the
offer.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions