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Corporate Restructuring Plan | 9 Months Ended
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Sep. 30, 2024
Restructuring and Related Activities [Abstract] |
Corporate Restructuring Plan | Corporate Restructuring Plan In December 2022, the Board of Directors approved a strategic reprioritization of the Company’s preclinical and clinical development programs (referred to as the “2022 Plan”). In January 2023, the Board approved an additional restructuring plan (referred to as the “2023 Plan”) and the Company announced the consolidation of the ITIL-306 Phase 1 clinical trial and related manufacturing of CoStAR-TIL to its operations in Manchester, UK and stopped recruiting for the ITIL-306 clinical trial. In January 2024, the Board of Directors approved a comprehensive restructuring plan, which included the closure of the Company’s UK manufacturing facility and clinical trial operations, as well as the cessation of the ITIL-306 clinical trial. In September 2024, the Board of Directors approved additional UK restructuring actions, which has resulted in the elimination of the majority of the remaining UK workforce, with the remaining reduction and restructuring activities anticipated to be largely completed by the end of 2024. Collectively, these actions are referred to as the “2024 Plan.” The 2022 Plan, 2023 Plan and 2024 Plan are collectively referred to as the “Plan”. Restructuring and Impairment Charges As a result of the Plan, the Company recorded charges of $2.4 million and $7.1 million within the condensed consolidated statements of operations and comprehensive loss in the line item “restructuring and impairment charges” for the three and nine months ended September 30, 2024, respectively, and $46.3 million and $71.8 million for the three and nine months ended September 30, 2023, respectively. The Company estimates that it will incur additional charges of up to $0.5 million by the end of 2024, including employee termination costs, severance and other benefits, and contract termination costs. The charges that the Company expects to incur in connection with the 2024 Plan are subject to a number of assumptions, and actual results may differ materially. These charges relate to asset impairments, contract terminations, severance payments and other employee-related costs incurred. The following table summarizes the restructuring and impairment charges by category (in thousands):
| Three Months Ended |  | Nine Months Ended
| September 30, |  | September 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
Asset impairment for leasehold improvements | $ | 51 |  |  | $ | — |  |  | $ | 343 |  |  | $ | 2,644 |
One-time employee termination benefits | 1,449 |  |  | 41 |  |  | 2,427 |  |  | 1,816 |
Building and construction work in progress impairment | — |  |  | 41,542 |  |  | — |  |  | 41,542 |
Contract terminations | (1,282) |  |  | — |  |  | (736) |  |  | 1,888 |
Right-of-use asset impairment | 640 |  |  | 128 |  |  | 827 |  |  | 7,724 |
Impairment of long-lived assets held for sale | 1,504 |  |  | 4,572 |  |  | 4,285 |  |  | 16,233 |
Total restructuring and impairment charges | $ | 2,362 |  |  | $ | 46,283 |  |  | $ | 7,146 |  |  | $ | 71,847 |
Restructuring Liability As a result of the Plan, the restructuring liability was recorded in the condensed consolidated balance sheets under “Accrued expenses and other current liabilities” and was measured at the amount expected to be paid, or that was paid. During the three and nine months ended September 30, 2024, the Company paid nil and $1.4 million of restructuring costs, respectively, and expects to pay the remainder of the restructuring costs by the end of 2024. The following table shows the liability related to the Plan (in thousands):
|  | Employee Benefits |  | Contract Terminations |  | Total
Restructuring liability as of December 31, 2023 |  | $ | — |  |  | $ | 3,136 |  |  | $ | 3,136 |
Additions, net |  | 2,395 |  |  | 720 |  |  | 3,115 |
Payments |  | (978) |  |  | (471) |  |  | (1,449) |
Adjustments |  | — |  |  | (1,349) |  |  | (1,349) |
Total restructuring liability as of September 30, 2024 |  | $ | 1,417 |  |  | $ | 2,036 |  |  | $ | 3,453 |

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- Definition The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 420 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 5.P.4.e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479823/420-10-S99-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 420 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482017/420-10-50-1 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 420 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482017/420-10-50-1 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 420 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/420/tableOfContent Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 420 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482017/420-10-50-1 + Details
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