Item 1.01. Entry into a Material Definitive Agreement.



 On December 27, 2022, Jounce Therapeutics, Inc., a Delaware corporation (the
"Company") announced that it entered into an asset purchase and license
amendment agreement (the "Asset Purchase Agreement") with Gilead Sciences, Inc.
("Gilead") pursuant to which Gilead paid the Company $67 million in exchange for
the Company agreeing to eliminate all remaining financial obligations of Gilead
to the Company under the Company's exclusive license agreement, dated August 31,
2020, for development and commercialization of GS-1811 (formerly JTX-1811) with
Gilead (the "Gilead License Agreement") and to transfer to Gilead certain
patents and know-how related to licensed products under the Gilead License
Agreement. To date, the Company had received $40 million of milestone payments
from Gilead, in addition to an equity investment of $35 million and an upfront
payment of $85 million upon the closing of the Gilead License Agreement.

The Asset Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions, subject to certain limitations.



The foregoing description of the Asset Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the Asset Purchase
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated by reference herein.

The Asset Purchase Agreement contains representations and warranties by each of
Gilead and the Company. These representations and warranties were made solely
for the benefit of the parties to the Asset Purchase Agreement and (i) should
not be treated as categorical statements of fact, but rather as a way of
allocating the risk to one of the parties if those statements prove to be
inaccurate; (ii) may have been qualified in the Asset Purchase Agreement by
disclosures that were made to the other party in connection with the negotiation
of the Asset Purchase Agreement; (iii) may apply contractual standards of
"materiality" that are different from "materiality" under applicable securities
laws; and (iv) were made only as of the date of the Asset Purchase Agreement or
such other date or dates as may be specified in the Asset Purchase Agreement.

Item 7.01. Regulation FD Disclosure.



On December 27, 2022, the Company and Gilead issued a joint press release
regarding the Asset Purchase Agreement, a copy of which is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item
7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended ( the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such
filing.

Item 9.01. Financial Statements and Exhibits.



 (d) Exhibits
Exhibit No.              Description
  10.1    †                Asset Purchase and License Amendment Agreement

by and between the Company


                         and Gilead dated December 27, 2022
  99.1                     Press release issued by the Company and Gilead on December 27, 2022
104                      Cover Page Interactive Data File (embedded within

the Inline XBRL document)

† Portions of this Exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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