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  CORRESP

    	                                        iTeos Therapeutics, Inc.

                                                                                               321 Arsenal Street, Building 3, Suite 301

                                                                                                         Watertown, MA 02472

                                                                                               www.iTeosTherapeutics.com

  VIA EDGAR

  August 12, 2022

  United States Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

  Attn: Li Xiao and Mary Mast

  Re: iTeos Therapeutics, Inc.

  Form 10-K for the Fiscal Year Ended December 31, 2021

  Filed March 23, 2022

  File No. 001-39401

  On behalf of iTeos Therapeutics, Inc. (the “Company” or “iTeos”), we are submitting this letter in response to comments received from the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (“SEC”) by letter dated July 13, 2022 with respect to the above-captioned filing. For ease of reference, the Company’s response is keyed to the Staff’s comments.

  1.1 We note that Section 3.1.3 of the GSK Collaboration and License Agreement as filed in exhibit 10.13 refers to a narrowly defined Phase 1 definition under "iTeos Phase 1 Clinical Study". Please clarify what the iTeos Phase 1 Clinical Study entails and if there is a Phase 1 clinical study that is outside the "iTeos Phase 1 Clinical Study". In addition, clarify whether Phase 2 and 3 is equivalent in scope to the "Global Development Plan".

  Response: The Company respectfully acknowledges the Staff’s comments and provides the following information in response:

  As defined in Section 1.152 of the Collaboration and License Agreement between iTeos Belgium S.A and GlaxoSmithKline Intellectual Property (No. 4) Limited (“GSK”) dated June 11, 2021 (the “Agreement”), the iTeos Phase 1 Clinical Study means the Company’s study IO-002, which is a multicenter, open-label, dose-escalation Phase 1/2a clinical study to evaluate the safety and tolerability, PK, PD, and antitumor activity of EOS-448 in participants with advanced cancers. The Company initiated the iTeos Phase 1 Clinical Study in February 2020. Since the enrollment of the iTeos Phase 1 Clinical Study was almost completed when iTeos and GSK (the “Parties”) negotiated the terms of the Agreement, the Parties agreed, for operational and cost reasons, to exclude the iTeos Phase 1 Clinical Study from the Global Development Plan. In accordance with Section 3.1.3 of the Agreement, iTeos conducted the iTeos Phase 1 Clinical Study at its sole cost and expense.

  No other studies are included within the term “iTeos Phase 1 Clinical Study.” The Global Development Plan includes other Phase 1 clinical studies, as well as Phase 2 and Phase 3 studies.

  1.2 You also state on page 1 that "In partnership with GSK, iTeos has dosed the first patients in a clinical trial assessing the doublet of GSK’s anti-PD-1 (dostarlimab) with EOS-448." and that "We and GSK also are initiating Phase 1b trials with novel triplets, including dostarlimab with EOS-448 and inupadenant as well as EOS-448 with dostarlimab and GSK’s anti-CD96 antibody, GSK’608." For each of the clinical trials discussed here please explain to us (1) whether they fall under the scope

  of "iTeos Phase 1 Clinical Study" or the "Global Development Plan", (2) which party is responsible for performing the work and which party is responsible for the related costs and expenses, and (3) timing and the status of the trial as of December 31, 2021 and March 31, 2022.

  Response: The Company respectfully acknowledges the Staff’s comments and provides the following information in response:

  As noted in the response to Comment 1.1, only study IO-002 falls under the definition “iTeos Phase 1 Clinical Study.” All other referenced studies are governed by other terms of the Agreement and certain of these studies will be performed under the Global Development Plan, including the clinical trial assessing the doublet of GSK’s anti-PD-1 (dostarlimab) with EOS-448, and the Phase 1b trials with novel triplets. Pursuant to the terms of the Agreement, the parties share the responsibility and costs for all shared global development activities under the Global Development Plan that are undertaken to obtain or maintain regulatory approval in both the United States and Europe. While the Parties’ specific operational responsibilities vary from study to study, GSK is responsible for 60% of the cost and the Company is responsible for the remaining 40% of the cost of all studies included in the Global Development Plan.

   Below is the timing and the status of the studies referred to in question 1.2:

    As of Dec. 31, 2021

    As of March 31, 2022

    Clinical trial assessing the doublet of dostarlimab with EOS-448

    Enrollment

    On-going (first patients were dosed in early 2022)

    Phase 1b trial assessing the triplet of dostarlimab with EOS-448 and inupadenant

    Planning phase

    Start-up activities

    Phase 1b trial assessing the triplet of dostarlimab with EOS-448 and GSK’608

    Start-up activities

    Start-up activities

  1.3 Explain to us why the entire $625.0 million upfront payment was allocated to the components accounted for under ASC 606 and why some of the amount was not required to be allocated to the other material components of the agreement. In this regard, clarify why you believe the Phase 2 and 3 goods and services are distinct from the Phase 1 goods and services under ASC 808-10-15-5B.

  Response: The Company respectfully acknowledges the Staff’s comment and provides the following information in response:

  The Agreement is not bifurcated into the “Phase 1 goods and services” and “Phases 2 and 3 goods and services”.  The bifurcation, instead, is between the iTeos Phase 1 Clinical Study, as defined by Section 1.152, and all other studies subject to the Agreement, including studies under the Global Development

  Plan. The identified goods and services promised in the Agreement (including the Phase 1 Clinical Study) and the activities related to the other studies subject to the Agreement are distinct due to the differing levels of GSK’s involvement with the studies. The Company has not promised any goods or services, and consequently, is not obligated to perform the activities related to the other studies subject to the Agreement. The identified goods and services, including the Phase 1 Clinical Study, are solely the responsibility of the Company. The Parties share the responsibilities regarding the rest of the activities related to the other studies under the Agreement.

  ASC 808-10-15-5B provides guidance on situations in which collaborative agreements are partially in scope of ASC 606:

  808-10-15-5B A collaborative arrangement is partially within the scope of Topic 606 if a unit of account, identified as a promised good or service (or bundle of goods or services) that is distinct within the collaborative arrangement using the guidance in paragraphs 606-10-15-4 and 606-10-25-19 through 25-22, is with a customer. An entity shall apply the guidance in Topic 606 to a unit of account that is within the scope of that Topic, including the recognition, measurement, presentation, and disclosure requirements. If a portion of a distinct bundle of goods or services is not with a customer, the unit of account is not within the scope of Topic 606.

  Per the above, a collaborative agreement is partially within the scope of ASC 606 if a distinct good or service is promised to a customer. A customer is defined under ASC 606 as follows:

  606-10-20 A party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration.

  As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “10-K”),the identified goods and services promised in the Agreement include: (i) transfer of the license under certain of the Company’s intellectual property related to EOS-448, (ii) completion of the iTeos Phase 1 Clinical Study, (iii) transfer of “Know How” under the EOS-448 intellectual property, and (iv) manufacturing until the “Know How” transfer is complete. These identified goods and services were determined not to be distinct in the context of the contract and thus a single unit of account due to the high degree of interrelationship with the value of the license. The Phase 1 Clinical Study was in process at the time of contract execution and could not be transferred to GSK. Further, GSK restarting or reperforming the study itself would require them to reincur costs iTeos already had incurred, delay the development timeline, and reduce the value of the license.  GSK provided consideration in return for the identified goods and services, which renders GSK a customer within the context of these promises and creates a vendor-customer relationship with respect to the identified goods and services.

   While the Company is transferring its license and intellectual property developed in connection with the Phase 1 Study to GSK for consideration under the GSK Agreement, the development of such property is normally conducted for its own use. As described in Note 1 of the 10-K, the primary nature of the Company’s business is pioneering the discovery and development of a new generation of highly differentiated immuno-oncology therapeutics for people living with cancer.

  The Global Development Plan, as defined by the Agreement, consists of two types of Development activities: (1) "Shared Global Development Activities", the performance of which both parties are jointly responsible, and (2) "GSK Sole Development Activities", for the performance of which GSK is solely responsible. The parties share all costs of Shared Global Development Activities under the Global Development Plan at fixed share rate regardless of which party sponsors a given activity. GSK is solely responsible for all costs of the GSK Sole Development Activities. A Joint Development Committee

  (“JDC”) and a Joint Steering Committee (“JSC”), each of which seats an equal number of representatives from both companies, have been established to govern activities performed under the Global Development Plan. As a point of clarification, the iTeos Phase 1 Clinical Study and related activities fall outside the scope of the JDC and JSC. There are no such committees with respect to the iTeos Phase 1 Clinical Study and related activities as the completion of these activities is solely the responsibility of iTeos. ASC 808-10-20 defines a collaborative arrangement as follows:

  ASC 808-10-20 A contractual arrangement that involves a joint operating activity (see paragraph 808-10-15-7). These arrangements involve two (or more) parties that meet both of the following requirements: --

  a.They are active participants in the activity (see paragraphs 808-10-15-8 through 15-9).

  b.They are exposed to significant risks and rewards dependent on the commercial success of the activity (see paragraphs 808-10-15-10 through 15-13).

  ASC 808-10-15-8 provides examples of situations that evidence active participation in a collaborative arrangement:

  ASC 808-10-15-8 Whether the parties in a collaborative arrangement are active participants will depend on the facts and circumstances specific to the arrangement. Examples of situations that may evidence active participation of the parties in a collaborative arrangement include, but are not limited to, the following:

  a.Directing and carrying out the activities of the joint operating activity

  b.Participating on a steering committee or other oversight or governance mechanism

  c.Holding a contractual or other legal right to the underlying intellectual property.

  The Company and GSK are both considered active participants in the Global Development Plan as each is responsible for carrying out joint activities through the fixed rate cost share arrangement, and with the joint participation on the JDC and JSC. With respect to ASC 808-10-15-10, both parties are exposed to significant risks and rewards associated with the Shared Global Development Activities. Both parties are bound to risk through the cost-share arrangement as there is the potential that each company could spend a significant amount of money without ever achieving commercial success. Conversely, each party stands to benefit greatly in the case that commercial success is attained. GSK will benefit from direct sales of a commercial product, and the Company will benefit from the milestone and royalty payment structure.

  The activities under the iTeos Phase 1 Clinical Study are distinct from the activities under the Global Development Plan given that the Company is solely responsible for the iTeos Phase 1 Clinical Study activities, whereas both parties share the responsibility and costs of joint activities outside of the iTeos Phase 1 Clinical Study (e.g., the Shared Global Development Activities conducted under the Global Development Plan). Accordingly, GSK does not meet the definition of a customer with respect to the shared activities falling under the Global Development Plan. Under none of the Shared Global Development Activities has or will the Company receive consideration for providing goods or services to GSK. The Company may also make payments to GSK depending on the allocation of activities by the JSC and the costs incurred by each party in the respective period.  This conclusion is also consistent with ASC 808-10-15-6, which states that a collaborative arrangement can begin at any point in the life cycle of an endeavor. The Agreement became a collaborative arrangement after the completion of the iTeos Phase 1 Clinical Study, the transfer of the license, the transfer of “Know How”, and the manufacturing until the

  completion of the “Know How” transfer. Accordingly, the Company allocated the $625 million upfront payment to the identified goods and services described above, which are referred to as the performance obligation in the Company’s Form 10-K for the Fiscal Year Ended December 31, 2021.  The Shared Global Development Activities fall fully under the scope of ASC 808 and are not under the scope of ASC 606. As a result, GSK did not meet the definition of a customer under ASC 606 with respect to the Shared Global Development Activities.

  1.4 You state on page F-20 under "Collaboration" that GSK is not a customer in the context of the Phase 2 and 3 and co-commercialization activities whereas you state on page F-21 under "Revenue Recognition" that GSK is a customer. Please clarify on page F-21 in what context GSK is a customer.

  Response: The Company respectfully acknowledges the Staff’s comment and provides the following explanation in response:

  The determination for the context in which GSK is a customer and is not a customer follows the same fact pattern described in the prior response. A customer as defined by ASC 606-10-20 as a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities in exchange for consideration. GSK meets this definition in the context of the iTeos Phase 1 Clinical Study,  the transfer of the license, the transfer of “Know How”, and the manufacturing until the completion of the “Know How” transfer. GSK is not a customer in the context of the joint collaboration activities under the Agreement’s Global Development Plan. Both parties actively participate in the Shared Global Development Activities under the Global Development Plan’s cost-share arrangement, and both parties also have exposure to significant risks and rewards through that cost-share arrangement.  The Shared Global Development Activities, therefore, meet the criteria for a