Underwriting AgreementJounce Therapeutics, Inc. • March 10th, 2021 • 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 • January 17th, 2017 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2017 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”).
Board (the "Compensation Committee") from time to time (the "Bonus"), with the actual amount of the Bonus, if any, determined based upon the Board or the Compensation Committee’s assessment of achievement of certain pre-determined performance goals....Employment Agreement • March 8th, 2018 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
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. COMMON STOCK SALES AGREEMENTCommon Stock Sales Agreement • November 4th, 2021 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Jounce Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
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”.
NON-QUALIFIED STOCK OPTION AGREEMENT INDUCEMENT GRANT FOR COMPANY EMPLOYEES FOR JOUNCE THERAPEUTICS, INC.Non-Qualified Stock Option Agreement • March 10th, 2023 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Jounce Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option” or the “Award”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and as an inducement material to employment pursuant to Nasdaq Marketplace Rule 5635(c)(4). This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
Amendment No. 1 to Amended and Restated Employment AgreementEmployment Agreement • February 23rd, 2023 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to the Amended and Restated Employment Agreement (this “Amendment No. 1”), effective January 27, 2023 (the “Amendment No. 1 Effective Date”), is made and entered into by and between Jounce Therapeutics, Inc., a Delaware corporation (“Jounce”), and Kim C. Drapkin (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • February 23rd, 2023 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT (“Agreement”) is entered into as of February 22, 2023 and shall be effective at the close of business on the day that the Consultant’s employment with Jounce as a full-time, at-will employee terminates (such date, the “Effective Date”), by and between Richard Murray, Ph.D., an individual residing at [***] (hereinafter “Consultant”) and Jounce Therapeutics, Inc., a Delaware corporation, with its office located at 780 Memorial Drive, Cambridge, MA 02139 (hereinafter “Jounce”).
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”).
AGREEMENT AND PLAN OF MERGER among CONCENTRA BIOSCIENCES, LLC, CONCENTRA MERGER SUB, INC. and JOUNCE THERAPEUTICS, INC. Dated as of March 26, 2023Agreement and Plan of Merger • March 27th, 2023 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2023 (this “Agreement”), is entered into by and between Concentra Biosciences, LLC, a Delaware limited liability company (the “Parent”), Concentra Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), [●], a [●], as Rights Agent (as defined herein), and [●], solely in its capacity as the initial representative, agent and attorney in-fact of the Holders (the “Representative”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...License Agreement • November 7th, 2019 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (this “Agreement”) is entered into as of July 22, 2019 (the “Effective Date”) by and among Jounce Therapeutics, Inc., a Delaware corporation (“Jounce”), Celgene Corporation, a Delaware corporation (“Celgene Corp.”), with respect to all rights and obligations under this 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 Agreement outside of the United States (Celgene Corp. and Celgene RIVOT, collectively, “Celgene”). Jounce and Celgene are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
JOUNCE THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 6th, 2015 • 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”.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE JOUNCE THERAPEUTICS, INC. 2017 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Award Agreement for Company Employees • August 9th, 2018 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances)
Pursuant to the Jounce Therapeutics, Inc. 2017 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Jounce Therapeutics, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit represents the right to receive one share of Common Stock, par value $0.001 per share of the Company (the “Common Stock”), upon the vesting of the Restricted Stock Units, subject to the terms and conditions set forth herein.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 23rd, 2023 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of February __, 2023, is entered into by and among Redx Pharma plc, a publicly listed company organized in the United Kingdom (“Target”), Jounce Therapeutics, Inc., a Delaware corporation (“Parent”) and one or more persons set forth on Schedule A hereto (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the announcement detailing the terms and conditions of the Merger to be made pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the “2.7 Announcement”).
ContractJounce Therapeutics, Inc. • March 27th, 2023 • Biological products, (no disgnostic substances)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
AGREEMENT AND PLAN OF MERGER by and among JOUNCE THERAPEUTICS, INC., EVERGREEN MERGER SUB 1, LLC, and RM SPECIAL HOLDINGS 3, LLC Dated as of February 23, 2023Agreement and Plan of Merger • February 23rd, 2023 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 23, 2023 (this “Agreement”), is made and entered into by and among Jounce Therapeutics, Inc., a Delaware corporation (“Parent”), Evergreen Merger Sub 1, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), and RM Special Holdings 3, LLC, a Delaware limited liability company (the “Company”).
ASSET PURCHASE AND LICENSE AMENDMENT AGREEMENTAsset Purchase and License Amendment Agreement • December 27th, 2022 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Asset Purchase and License Amendment Agreement (this “Agreement”), dated as of December 27, 2022 (the “Agreement Date”), is entered into by and between Jounce Therapeutics, Inc., a Delaware corporation (“Seller”), and Gilead Sciences, Inc., a Delaware corporation (“Buyer,” and with Seller, individually, each a “Party” and, collectively, the “Parties”). Any capitalized term not defined herein that is defined in the License Agreement (as defined below) shall have the meaning set forth in the License Agreement.
AGREEMENT FOR TERMINATION OF LEASE AND VOLUNTARY SURRENDER OF PREMISESAgreement for Termination of Lease • May 4th, 2023 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Agreement for Termination of Lease and Voluntary Surrender of Premises (this “Agreement”) is made and entered into as of May 2, 2023 (the “Effective Date”), by and between ARE-770/784/790 MEMORIAL DRIVE, LLC, a Delaware limited liability company (“Landlord”), and JOUNCE THERAPEUTICS, INC., a Delaware corporation (“Tenant”), with reference to the following:
LEASE TERMINATION AGREEMENTLease Termination Agreement • May 23rd, 2017 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Lease Termination Agreement (this “Agreement”) dated as of May 19, 2017 is entered into between Cambridge 1030 Mass Ave, LLC, a Delaware limited liability company (“Landlord”), and Jounce Therapeutics, Inc. a Delaware corporation (“Tenant”).
CONTENTS Clause Page 1. Definitions and interpretation ........................ ............................................................................ 1 2. Publication of the Announcement and the terms of the Transaction...Jounce Therapeutics, Inc. • February 23rd, 2023 • Biological products, (no disgnostic substances) • Delaware
Amendment to Restricted Stock Unit Award Agreement for Company Employees under the 2017 PlanRestricted Stock Unit Award Agreement • March 10th, 2023 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment to the Restricted Stock Unit Award Agreement for Company Employees under Jounce Therapeutics, Inc. 2017 Stock Option and Incentive Plan (this “Amendment”) is made as of January 13, 2023 by Jounce Therapeutics, Inc. (the “Company”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...License Agreement • November 6th, 2020 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Registration Rights Agreement • November 6th, 2020 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 31, 2020, is by and between Jounce Therapeutics, Inc., a Delaware corporation (the “Company”) and Gilead Sciences, Inc., a Delaware corporation (the “Investor”).
ContractJounce Therapeutics, Inc. • March 27th, 2023 • Biological products, (no disgnostic substances)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FIRST AMENDMENT TO LEASELease • March 10th, 2023 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE (this "First Amendment") is made as of March 21, 2017, by and between ARE-770/784/790 MEMORIAL DRIVE, LLC, a Delaware limited liability company ("Landlord"), and JOUNCE THERAPEUTICS, INC., a Delaware corporation ("Tenant").
SUBLEASE TERMINATION AGREEMENTSublease Termination Agreement • May 23rd, 2017 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS SUBLEASE TERMINATION AGREEMENT (“Agreement”) is made and entered into as of May 19, 2017 by and between MANUS BIOSYNTHESIS, INC., a Delaware company (“Sublandlord”) and JOUNCE THERAPEUTICS, INC., a Delaware corporation (“Subtenant”). Sublandlord and Subtenant are each individually referred to herein as a “Party” and are collectively referred to as the “Parties”.
Amendment No. 1 to Employment AgreementEmployment Agreement • February 23rd, 2023 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to the Employment Agreement (this “Amendment No. 1), effective January 27, 2023 (the “Amendment No. 1 Effective Date”), is made and entered into by and between Jounce Therapeutics, Inc., a Delaware corporation (“Jounce”), and Hugh Cole (the “Executive”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Stock Purchase Agreement • November 6th, 2020 • Jounce Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 31, 2020 (the “Execution Date”), is entered into by and between Gilead Sciences, Inc. (the “Investor”), a Delaware corporation, and Jounce Therapeutics, Inc. (the “Company”), a Delaware corporation.
