Underwriting AgreementJounce Therapeutics, Inc. • December 30th, 2016 • Biological products, (no disgnostic substances) • New York
LEASE AGREEMENTLease Agreement • December 30th, 2016 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is made this 1st day of November, 2016 (the “Lease Execution Date”), between ARE-770/784/790 MEMORIAL DRIVE, LLC, a Delaware limited liability company (“Landlord”), and JOUNCE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
JOUNCE THERAPEUTICS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • December 30th, 2016 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2016 by and between Jounce Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
JOUNCE THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • December 30th, 2016 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2016 by and between Jounce Therapeutics, Inc. a Delaware corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2016 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made as of the twelth of November, 2015 by and between Jounce Therapeutics, Inc. (the “Company”), and Kim Drapkin (the “Executive”). Except with respect to the Restrictive Covenants (as defined below), this Agreement supersedes, amends and restates in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation the letter agreement between the Employee and the Employer dated August 21, 2015 (the “Former Employment Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2016 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is made between Jounce Therapeutics, Inc. (the “Company”), and Elizabeth G. Trehu (the “Executive”). The effective date of this Agreement shall be first date of actual employment with the Company. In the event that the Executive does not commence actual employment with the Company, this Agreement shall become null and void and of no further force or effect.
JOUNCE THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 30th, 2016 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of April 17, 2015, by and among Jounce Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
ContractLicense Agreement • December 30th, 2016 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
MASTER RESEARCH AND COLLABORATION AGREEMENT by and among JOUNCE THERAPEUTICS, INC. and CELGENE CORPORATION and CELGENE RIVOT LLC Dated as of July 18, 2016Master Research and Collaboration Agreement • December 30th, 2016 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This CELGENE LEAD CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT (this “Celgene Lead Co-Co Agreement”) is entered into and made effective as of [·], 20 (the “Execution Date”) by and among Jounce Therapeutics, Inc., a Delaware corporation (“Jounce”), and Celgene Corporation, a Delaware corporation (“Celgene Corp.”), with respect to all rights and obligations under this Celgene Lead Co-Co Agreement in the United States, and Celgene RIVOT LLC, a Delaware limited liability company (“Celgene RIVOT”), with respect to all rights and obligations under this Celgene Lead Co-Co Agreement outside of the United States (Celgene RIVOT and Celgene Corp. together, “Celgene”). Celgene and Jounce are each referred to herein as a “Party” or, collectively, as the “Parties.”
LEASE 1030 MASSACHUSETTS AVENUELease • December 30th, 2016 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between HCP/LFREP Ventures I, LLC, a Delaware limited liability company (“Landlord”), and Jounce Therapeutics, Inc. a Delaware corporation (“Tenant”).
SUBLEASESublease • December 30th, 2016 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between HCP/LFREP Ventures I, LLC, a Delaware limited liability company (“Landlord”), and Manus Biosynthesis, Inc. a Delaware corporation (“Tenant”).
