0001640455FALSE00016404552023-02-222023-02-22

 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
________________________________
FORM 8-K
_____________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 22, 2023
 
________________________________________________________________________________________________________
JOUNCE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________________
 
Delaware 001-37998 45-4870634
(State or Other Jurisdiction
of Incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
 
 
780 Memorial Drive 02139
Cambridge,Massachusetts
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (857) 259-3840

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareJNCEThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 1.01. Entry into a Material Definitive Agreement.
On February 23, 2023, Jounce Therapeutics, Inc. (the “Company”), issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the “Code”), disclosing that the Company and the board of directors of Redx Pharma plc (“Redx”) had reached an agreement on the terms of a recommended all-share combination between the Company and Redx (the “Scheme”). In connection with the proposed transaction, (i) the Company and Redx entered into a Cooperation Agreement, dated February 23, 2023 (the “Cooperation Agreement”) and (ii) the Company and one of its wholly-owned subsidiaries (“Merger Sub”) entered into a merger agreement with RM Special Holdings 3, LLC, an entity controlled by Redmile Group, LLC (“RM3”), which contemplates a merger transaction among RM3, the Company and Merger Sub (the “Merger”, and such merger agreement, the “Merger Agreement”, and the Merger together with any other Elected Mergers (as defined below) and the Scheme, the “Business Combination”). The Business Combination is the result of the Company’s process to explore strategic alternatives.
Rule 2.7 Announcement
The Scheme will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act of 2006 (the “UK Companies Act”) immediately preceded by the Merger, which together will result in the Company owning the entire issued and to be issued ordinary share capital of Redx. Under the terms of the Scheme, holders of ordinary shares of Redx (the “Redx Shares”, and the holders thereof, the “Redx Shareholders”) will be entitled to receive 0.2105 shares of Company common stock (the “Common Stock”), par value of $0.001 per share (the “Company Shares”) in exchange for each Redx Share (approximately 102,699,827 shares of Common Stock, in the aggregate) (subject to any adjustment to reflect the “Exchange Ratio” as defined and adjusted in accordance with the Rule 2.7 Announcement, including as a result of the Reverse Stock Split (as defined below)). The Scheme is subject to customary conditions and will lapse if not completed before 11:59 p.m. U.K. time on July 31, 2023 or such later time and/or date as the Company and Redx may agree in writing (with the consent of the U.K. Panel on Takeovers and Mergers (the “Panel”) or as the High Court of Justice of England and Wales (the “Court”) may approve (if such consent or approval is required)) (such date, the “Long-Stop Date”).
Immediately following completion of the Business Combination, Redx Shareholders will own approximately 63% and the Company’s shareholders will own approximately 37% of the share capital of the combined company based on the fully diluted issued share capital of the Company and the fully diluted share capital of Redx (following conversion of all outstanding Convertible Loan Notes (as defined below) issued by Redx), in each case as of February 22, 2023.
Subject to Company shareholder approval, the Company intends to conduct a 5:1 reverse stock split of its Common Stock in conjunction with the Business Combination (the “Reverse Stock Split”).
The Scheme is conditioned upon, among other things, (i) the Scheme becoming unconditional and effective, subject to the provisions of the Code, by no later than the Long-Stop Date, (ii) the approval of the Common Stock issuance by the Company’s shareholders in connection with the Business Combination, (iii) the approval of the Scheme by the Redx Shareholders at the Court Meeting and the General Meeting (as such terms are defined in the Rule 2.7 Announcement), and (iii) the sanction of the Scheme by the Court. The conditions to the Business Combination are set out in full in the Rule 2.7 Announcement. It is expected that, subject to the satisfaction or waiver of all relevant conditions, the Business Combination will be completed in the second quarter of 2023.
A copy of the Rule 2.7 Announcement is included herein as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Rule 2.7 Announcement is qualified in its entirety by reference to the full text thereof.
Cooperation Agreement
On February 23, 2023, the Company and Redx entered into a Cooperation Agreement in connection with the Scheme. Pursuant to the Cooperation Agreement, the Company agreed to use reasonable endeavors for the purposes of obtaining any regulatory authorizations which are required to implement the Business Combination, and the Company and Redx agreed to cooperate with each other in good faith in preparing required documents and other matters and have given certain undertakings to implement the Business Combination.
The Cooperation Agreement terminates automatically if either the Redx board or the Company’s Board of Directors (the “Board of Directors”) change its recommendation that its shareholders approve the proposed transaction. The Company also has the right to terminate the Cooperation Agreement if the General Meeting or Court Meeting do not occur within certain specified time periods or if any condition that has not been waived or that is incapable of satisfaction by the Long Stop Date. The Cooperation Agreement will also terminate if the Business Combination is not completed before Long-Stop Date.
A copy of the Cooperation Agreement is included herein as Exhibit 2.2 and is incorporated herein by reference. The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text thereof. The representations,



warranties and covenants contained in the Cooperation Agreement have been made solely for the purposes of the Cooperation Agreement and as of specific dates; were solely for the benefit of the parties to the Cooperation Agreement; are not intended as statements of fact to be relied upon by shareholders of the Company or other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Cooperation Agreement, which disclosures are not reflected in the Cooperation Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of the Company or other security holders.
Contingent Value Rights Agreement
At or prior to the closing of the Business Combination (the “Effective Time”), the Company expects to enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a rights agent (“Rights Agent”) and a representative, agent and attorney in-fact (the “Representative”) of the holders of contingent value rights (each, a “CVR”). The Company expects to distribute the CVRs to its shareholders and vested optionholders of record immediately prior to the Effective Time in the form of a dividend in respect of each outstanding share of Company Common Stock. Each CVR will represent a contractual right to receive contingent cash payments upon the receipt by the Company of 80% net proceeds payable, if any, from any license or disposition (each, a “Disposition”) of any or all rights to JTX-8064, pimivalimab, vopratelimab, and two pre-clinical programs, JTX-1484 and JTX-2134 (targeting LILRB1) (collectively, the “CVR Products”) that occurs within one year of the closing time, subject to a six-month extension in certain circumstances (the “Disposition Period”). In the event that no Disposition of CVR Products occurs within the Disposition Period, holders of the CVRs will not receive any payment pursuant to the CVR Agreement.
The right to the contingent payments contemplated by the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be registered with the SEC. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in the Company or any of its affiliates. No interest will accrue on any amounts payable in respect of the CVRs.
The form of Contingent Value Rights Agreement is included herein as Appendix I to Exhibit 2.2 attached hereto and is incorporated herein by reference. The foregoing description of the Contingent Value Rights Agreement is qualified in its entirety by reference to the full text thereof.
Merger Agreement
The Company and Merger Sub have entered into a merger agreement (the “Merger Agreement”) with RM3, a Delaware limited liability company whose sole assets are its Redx Shares and convertible loan notes issued by Redx (the “Convertible Loan Notes”) pursuant to which (a) RM3 agrees to convert the Convertible Loan Notes held by it into shares of Redx, and (b) effective immediately prior to the Scheme becoming effective: (i) Merger Sub will merge with and into RM3 (as a result of which RM3 will be the surviving entity and a wholly-owned subsidiary of the Company) and the Company will issue 61,079,462 shares of Common Stock (subject to any adjustment to reflect the “Exchange Ratio” as defined and adjusted in accordance with the Rule 2.7 Announcement, including as a result of the Reverse Stock Split) to the members of RM3 in respect of the Redx shares held by RM3, immediately following which (ii) RM3 will merge with and into the Company (as a result of which the Company will be the surviving entity) (the “Merger”). The only condition to the Merger is that the Court approves the Scheme.
The number of shares of Common Stock to be issued to the members of RM3 pursuant to the Merger is the number of Common Stock which would have been issued to RM3 if the Redx Shares held by RM3 (following conversion of the Convertible Loan Notes held by RM3) had been subject to the Scheme.
Redx Shareholders that meet the criteria set forth in the Rule 2.7 Announcement and who will continue to meet this criteria through to the date of completion of the Merger are also being offered the opportunity to request within a period of 27 days after the Rule 2.7 Announcement (being March 22, 2023) that their Redx Shares be transferred to the Company and its affiliates by a merger process, similar to the Merger and pursuant to a merger agreement that is substantially similar to the Merger Agreement, in lieu of participating pursuant to the Scheme (collectively the “Merger Steps”).
Any Redx Shareholder who wishes to participate in the Merger Steps and is qualified to do so will be required to enter into a merger agreement with the Company on substantively the same terms as the Merger Agreement (taking into account that such shareholders do not hold a majority shareholding or convertible notes in Redx as RM3 does).



Redx Shareholders who participate in the Merger Steps in accordance with these requirements are referred to in the Rule 2.7 Announcement as “Electing Merger Participants”, and any such merger being an “Elected Merger”, together with the Merger being the “Mergers”.
The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by shareholders of the Company or other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of the Company or other security holders.
A copy of the Merger Agreement is included herein as Exhibit 2.3 and is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text thereof.
Letter Agreement
In connection with the Merger Agreement, the Company and each of the members of RM3 entered into a letter agreement (the “Letter Agreement”). The Letter Agreement provides, among other things, an indemnity in respect of any breach of certain representations and warranties given by RM3 in the Merger Agreement, subject to limitations, and the consent of the members of RM3 to the Merger, and certain representations and warranties of the members of RM3 to the Company.
Any Electing Merger Participants will be required to cause their members to enter into comparable Letter Agreements in connection with such Elected Merger.
The form of Letter Agreement is included herein as Exhibit C to Exhibit 2.3 attached hereto and is incorporated herein by reference. The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text thereof.
Shareholder Irrevocable Undertakings
The Scheme is subject to the approval of Redx Shareholders in accordance with the UK Companies Act. The Company has received irrevocable undertakings from certain Redx Shareholders (the “Redx Supporting Shareholders”) to support the Business Combination. Pursuant to such undertakings, the Redx Supporting Shareholders have agreed to vote in favor of the Scheme at the Court Meeting and the resolutions to be proposed at the Redx General Meeting.
As of February 22, 2023, the Redx Supporting Shareholders beneficially owned approximately 89,667,223 shares, representing, in aggregate, 76.6% of the existing issued ordinary share capital of Redx entitled to vote on the Scheme.
The undertakings by certain of the Redx Supporting Shareholders are included herein as Exhibits 99.1 to 99.4 and are incorporated herein by reference. The foregoing description of the undertakings by the Redx Supporting Shareholders is qualified in its entirety by reference to the full text thereof and that the terms may differ for each Redx Supporting Shareholder.
Director Irrevocable Undertakings
The Company has received irrevocable undertakings from each of the Redx Directors who hold Redx Shares (or options to Redx Shares) to support the Business Combination. The terms of the Redx directors undertakings are comparable to those of the Redx shareholder undertakings.
The form of undertaking by the Redx Directors is included herein as Exhibit 99.5 and is incorporated herein by reference. The foregoing description of the undertakings by the Redx Directors is qualified in its entirety by reference to the full text thereof.
Voting and Support Agreements
The Business Combination is subject to the approval of the Company’s shareholders. Certain shareholders of the Company (solely in their respective capacities as the Company’s shareholders) beneficially owning approximately 11,081,572 shares, representing, in aggregate, 21.3% of the outstanding Company Shares as of February 22, 2023 have entered into support agreements with the Company and Redx to vote all of their Company Shares in favor of adoption of the Company Resolutions and the transactions contemplated thereby, and against any alternative acquisition proposals (the “Company Support Agreements”).
The form of Voting and Support Agreement is included herein as Exhibit 99.6 and is incorporated herein by reference. The foregoing description of the Voting and Support Agreements is qualified in its entirety by reference to the full text thereof.



Registration Rights Agreement
In connection with the Merger Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with members of RM3 with respect to the shares of Common Stock issued in connection with the Merger, providing for certain demand, shelf and piggyback registration to the Company Common Stock issued to such shareholders in connection with the Merger.
The form of Registration Rights Agreement is included herein as Exhibit D to Exhibit 2.3 attached hereto and is incorporated herein by reference. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text thereof.
Item 2.05. Costs Associated with Exit or Disposal Activities.
On February 22, 2023, the Company committed to a course of action that would result in a reduction in force intended to preserve the Company’s current cash resources. The Company will reduce its workforce by approximately 57% of its current employees.
As a result of the reduction in force, the Company estimates that it will incur aggregate pre-tax charges of approximately $11.2 million, primarily consisting of salary payable during applicable notice periods and severance, non-cash stock-based compensation expense, and other benefits.
The Company expects that the workforce reduction will be substantially completed during the first quarter of 2023 and that these one-time charges will be incurred in the first quarter of 2023. The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the workforce reduction or retention efforts. These estimates of the costs that the Company expects to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ. A copy of the press release issued by the Company announcing the reduction in force is furnished herewith as Exhibit 99.8 to this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this report with respect to the consideration payable in Company Shares pursuant to the Business Combination is incorporated herein by reference. The Company Shares to be issued as consideration for the Business Combination will be issued to Redx Shareholders in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act. The Company Shares to be issued as consideration for the Merger will be issued to the members of RM3 in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and the rules promulgated thereunder.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 22, 2023, as part of the reduction in force, the Company’s Board of Directors approved the consolidation of its executive and finance function and eliminated the position of Chief Executive Officer and Chief Operating Officer, as well as eliminating most other positions on the Company’s management team. Accordingly, Richard Murray will step down as the Chief Executive Officer and President of the Company effective March 31, 2023, and Hugh Cole will step down as the Chief Operating Officer of the Company effective March 15, 2023. Elizabeth Trehu, the Company’s chief medical officer, plans to step down prior to the closing of the Business Combination. Kim Drapkin, who has been serving as the Company’s Treasurer and Chief Financial Officer, will be appointed Interim President effective March 31, 2023 and will stay through the closing of the Business Combination. Dr. Murray will continue his service on the Company’s Board of Directors.
In connection with each executive’s termination of employment, Dr. Murray, Mr. Cole, Dr. Trehu and Ms. Drapkin will be entitled, subject to the execution and effectiveness of a separation agreement and release, to payment of severance benefits pursuant to each of Dr. Murray’s Employment Agreement, dated as of January 6, 2017; Mr. Cole’s Employment Agreement, dated as of July 24, 2017; and Dr. Trehu’s Employment Agreement, dated as of January 6, 2017; and Ms. Drapkin’s Employment Agreement, dated as of January 6, 2017, respectively.
Additionally, pursuant to an amendment to each executive’s employment agreement entered into on January 27, 2023, the terms of which were previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2023, in the event that the executive’s termination without cause by the Company occurs within a period of time prior to the signing of a definitive agreement relating to a transaction that, if consummated, would constitute a change in control of the Company and the closing of such transaction, such executive will be eligible to receive, following the closing of such transaction, an amount equal to (i) three months of base salary in effect immediately prior to his termination (six months in the case of Dr. Murray); (ii) a bonus for the year during which the termination occurs, calculated by multiplying such executive’s target bonus percentage by twelve months of his or her base salary (eighteen months for Dr. Murray); and (iii) three months of the portion of each COBRA



premium payment equal to the portion the Company contributed to such health insurance premium cost as of the date of termination (six months for Dr. Murray), provided that such executive elects continuation coverage pursuant to COBRA within the time period prescribed pursuant to COBRA.
On February 22, 2023, each of Dr. Murray, Mr. Cole and Dr. Trehu entered into a one-year consulting agreement (each, a “Consulting Agreement”) with the Company pursuant to which each agreed to provide consulting services related to the consummation of the Business Combination (the “Services”). In consideration for the provision of the Services, Dr. Murray is entitled to consulting fees of $550 per hour, each of Mr. Cole and Dr. Trehu is entitled to consulting fees of $400 per hour and each executive’s outstanding option awards will continue to vest during the term of the applicable Consulting Agreement. Each Consulting Agreement will automatically terminate upon the consummation of a transaction that constitutes a change of control, and may also be terminated by the Company upon ninety days’ notice or by the executive upon 14 days’ notice.
Ms. Drapkin’s biographical information, prior to her appointment as Interim President effective March 31, 2023, is as set forth in the Company’s definitive proxy statement under the heading “Executive and Director Compensation” filed with the SEC on April 28, 2022 is incorporated herein by reference.
There are no family relationships between Ms. Drapkin and any other director or executive officer.
Ms. Drapkin will be compensated under her existing employment agreement, as amended, dated January 6, 2017, and as further amended on January 27, 2023 (as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2023). In connection with this appointment, the Compensation Committee of the Board of Directors (the “Compensation Committee”) increased the amount Ms. Drapkin’s retention bonus from 50 percent of her base salary to 100 percent of her base salary, subject to her continued service with the Company through the achievement of and contingent upon meeting certain goals set by the Compensation Committee.
The Consulting Agreements, as well as the amendments to each executive’s employment agreement are included herein as Exhibits 10.1 through 10.7. The foregoing descriptions of the Consulting Agreements and the employment agreement amendments are qualified in its entirety by reference to the full text thereof.
Item 7.01. Regulation FD Disclosure.
On February 23, 2023, the Company and Redx issued a joint press release announcing the Business Combination. Additionally, as disclosed in the Press Release on February 22, 2023, the Company announced that it is reducing its workforce.
The information contained in this Item 7.01, including Exhibit 99.7 and Exhibit 99.8 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of 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, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of federal securities laws, as amended, including, without limitation, statements regarding beliefs about and expectation for the Company’s reduced operations in connection with the reduction in force, including associated costs, cost savings and timing, the anticipated timing of the closing of the Business Combination, the exemptions from registration under the Securities Act on which the Company intends to rely for the issuance of the Common Stock in connection with the Business Combination and the Company’s intent to conduct a reverse stock split The words “estimates,” “expects,” “continues,” “intends,” “plans,” “anticipates,” “targets,” “may,” “will,” “would,” “could,” “should,” “potential,” “goal,” and “effort” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this report are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this report, including, without limitation, risks related to the Company’s ability to execute on and realize the expected benefits of the reduction in force; that our final audited revenue and other financial results may differ materially from the preliminary and unaudited amounts reported herein; that a condition to closing the Business Combination may not be satisfied; a regulatory approval that may be required for the Business Combination is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the Company is unable to achieve the synergies and value creation contemplated by the Business Combination; the Company is unable to promptly and effectively integrate Redx’s businesses; management’s time and attention is diverted on transaction related issues; disruption from the transaction makes it more difficult to maintain business, contractual and operational relationships; legal proceedings are instituted against the Company, Redx or the combined company; the Company, Redx or the combined company is unable to retain key personnel; and the announcement or the consummation of the Business Combination has a negative effect on the market price of the capital stock of the Company or Redx or on the Company’s or Redx’s operating results, and other risks identified in the Company’s filings with the SEC,



including its most recent Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 2, 2022 and subsequent filings with the SEC. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the Business Combination and/or the Company or Redx, the Company’s ability to successfully complete the Business Combination and/or realize the expected benefits from the Business Combination. The Company cautions investors not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. Any forward-looking statements contained in this report represent the Company’s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date.
Additional Information and Where to Find It
This report is being made in respect to the proposed transaction involving the Company and Redx. A meeting of the shareholders of the Company will be announced as promptly as practicable to seek shareholder approval in connection with the proposed transaction. The Company intends to file relevant materials with the SEC, including the filing by the Company of a preliminary and definitive proxy statement relating to the proposed transaction. The definitive proxy statement will be mailed to the Company’s shareholders. This report is not a substitute for the proxy statement.
BEFORE MAKING ANY DECISION, THE COMPANY’S SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Any vote in respect of resolutions to be proposed at the Company’s shareholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only on the basis of the information contained in the Company’s proxy statement. The Company’s shareholders will be able to obtain a free copy of the proxy statement and other related documents (when available) filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations section of the Company’s website at https://www.jouncetx.com or the Investor Resources section of Redx’s website at https://redxpharma.com/investor-centre.
No Offer or Solicitation
The information contained in this report is for information purposes only and is not intended to and does not constitute, or form any part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance, subscription or transfer of securities in any jurisdiction in contravention of applicable law or regulation. In particular, this report is not an offer of securities for sale in the United States. No offer of securities shall be made in the United States absent registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued as part of the Business Combination are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the Securities Act and any securities issued as part of the Merger are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 4(a)(2) of the Securities Act and the rules promulgated thereunder. The Business Combination will be made by means of the Scheme Document and the Merger Agreement to be published by Redx in due course, or (if applicable) pursuant to an offer document to be published by the Company, which (as applicable) would contain the full terms and conditions of the Business Combination. Any decision in respect of, or other response to, the Business Combination, should be made only on the basis of the information contained in such document(s).
Participants in the Solicitation
The Company, Redx and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s or Redx Shareholders in connection with the proposed transaction. Information regarding the Company’s directors and executive officers is contained in the Company’s Definitive Proxy Statement for its 2022 Annual Meeting of Shareholders filed with the SEC on April 28, 2022. Information regarding Redx’s directors and executive officers, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the proxy statement described above. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s website at https://ir.jouncetx.com/sec-filings.



Notice to United States Investors
The Business Combination is being made to acquire the securities of an English company by means of the Scheme. Accordingly, the Business Combination is subject to disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.
In accordance with normal United Kingdom practice, the Company or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Redx outside of the United States, other than pursuant to the Business Combination, until the date on which the Business Combination and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.
Each Redx Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Business Combination applicable to them, including under applicable United Kingdom and United States state and local, as well as any other applicable, tax laws.
Financial information relating to Redx included in the Exhibits herein and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The Company is organized under the laws of the State of Delaware in the United States of America and Redx is organized under the laws of England and Wales. Some or all of the officers and directors of Redx are residents of countries other than the United States. In addition, some of the assets of Redx are located outside the United States. As a result, it may be difficult for United States Redx Shareholders to effect service of process within the United States upon Redx or their officers or directors or to enforce against Redx a judgment of a United States court predicated upon the securities laws of the United Kingdom.
Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits
Exhibit No.    Description



Exhibit No.    Description
 
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 JOUNCE THERAPEUTICS, INC.
   
Date: February 23, 2023By:/s/ Kim C. Drapkin
  Kim C. Drapkin
  Treasurer and Chief Financial Officer


Exhibit 2.1


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT A U.S. PROXY STATEMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE EXISTING JOUNCE SHARES OR NEW SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE JOUNCE PROXY STATEMENT WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER, INVITATION OR THE SOLICITATION OF AN OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES, OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, PURSUANT TO THE BUSINESS COMBINATION OR OTHERWISE, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF SECURITIES IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“UK MAR”). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
23 February 2023
RECOMMENDED BUSINESS COMBINATION
OF
REDX PHARMA PLC AND JOUNCE THERAPEUTICS, INC.
to be implemented by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 immediately preceded by one or more mergers under Delaware law
Summary
The boards of Redx Pharma plc (“Redx”) and Jounce Therapeutics, Inc. (“Jounce”) are pleased to announce that they have reached agreement on the terms and conditions of a unanimously recommended all share merger and the Mergers (as defined below) (the “Business Combination”) to combine the Redx Group and Jounce Group to form the “Enlarged Group”. It is intended that the Business Combination will be implemented by way of a court-sanctioned scheme of arrangement of Redx under Part 26 of the Companies Act, immediately preceded by a merger transaction between RM Special Holdings 3, LLC, an entity controlled by Redmile (which manages entities holding in aggregate approximately 73% of the issued ordinary share capital of Redx) (“RM3”) and Jounce and its affiliates (the “Redmile Merger”), which together will result in Jounce owning the entire issued and to be issued ordinary share capital of Redx. Further details of the Redmile Merger and the ability for eligible Redx Shareholders to also sell their shares in Redx via a similar merger transaction are set out in this Announcement.
The Business Combination will create a transatlantic organisation specialised in developing both small molecule targeted therapeutics and antibody drug discovery for the treatment of cancer and fibrotic diseases, that will leverage the proven capabilities of both
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companies, and which has a clinical pipeline with multiple value inflection points in the near and medium term.
Immediately following completion of the Business Combination, Redx Shareholders will own approximately 63 per cent. and Jounce Shareholders will own approximately 37 per cent. of the share capital of the Enlarged Group (based on the fully diluted share capital of Jounce and the fully diluted share capital of Redx (following conversion of all outstanding Convertible Loan Notes issued by Redx), in each case as at the Latest Practicable Date).
Under the terms of the Business Combination, Redx Shareholders shall be entitled to receive:
0.2105 Jounce Shares in exchange for each Redx Share (being the “Exchange Ratio”).
Jounce intends to conduct a reverse stock split of Jounce Shares in conjunction with the Business Combination, with a ratio of one new share for every five outstanding shares of Jounce (the “Reverse Stock Split”). A reverse stock split is a share exchange transaction, without any impact on the amount of the share capital: only the number of outstanding shares is modified. If the Reverse Stock Split is approved by Jounce Shareholders, the Exchange Ratio will be adjusted to 0.0421 Jounce Shares in exchange for each Redx Share.
At the time of the completion of the Business Combination, Jounce is expected to have around $155 million of cash and cash equivalents, which net of any tail and closing costs results in at least $130 million in cash and cash equivalents being available to the Enlarged Group. Together with Redx’s expected cash at completion this would provide the Enlarged Group with cash runway into H2 2025. Based on Redx’s fully diluted market capitalisation of £244 million ($294 million) as at the Latest Practicable Date and Jounce’s expected cash and cash equivalents at the time of completion, this implies a market value for the Enlarged Group of $425 million, before taking into account the value of Jounce’s existing clinical and non-clinical stage programmes.
Upon completion of the Business Combination, (i) Jounce Shareholders that held shares in Jounce immediately prior to completion of the Business Combination (including any shares received in respect of Jounce restricted stock units that vest in connection with the Business Combination) shall receive one contractual contingent value right relating to certain existing clinical and non-clinical stage programmes of Jounce (“CVR”) for each outstanding share of Jounce held by such Jounce Shareholder immediately prior to the Business Combination, and (ii) holders of Jounce Share Awards immediately prior to completion of the Business Combination comprising vested options (“Eligible Jounce Awardholders”) shall receive one CVR for each outstanding share of Jounce common stock subject to such options immediately prior to the Business Combination. The CVRs shall entitle the relevant Jounce Shareholders and Eligible Jounce Awardholders to receive, on a pro rata basis, subject to certain terms and conditions, 80% of the net proceeds resulting from any sale, transfer, disposition, spin-off, or license of certain assets relating to such programmes that is consummated within one year following the completion of the Business Combination, subject to one six-month extension term in
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certain limited circumstances, as set forth in the CVR Agreement. Further terms of the CVRs shall be made available in the Scheme Document.
The Business Combination is conditional on, amongst other things, the approval of Redx Shareholders and the issue of the New Shares is conditional upon the approval of Jounce Shareholders.
Information on Redx
Redx is a clinical-stage biotechnology company focused on the discovery and development of novel, small molecule, targeted therapeutics for the treatment of cancer and fibrotic diseases and the emerging area of cancer-associated fibrosis, aiming initially to progress them to clinical proof of concept before evaluating options for further development and potential value creation. Redx’s lead product candidates in clinical under development include the next-generation selective ROCK2 inhibitor RXC007, initially for Idiopathic Pulmonary Fibrosis. ROCK2 inhibition is now a commercially validated target with potential in multiple disease areas, following the recent US FDA approval and launch of the first drug with this mechanism of action. In addition to the ongoing clinical development plan in IPF, Redx has also generated supportive preclinical data that highlights the broad potential of next-generation ROCK2 inhibitors across a number of fibrotic indications where there remains a significant unmet need, which supports potential development opportunities in other interstitial lung diseases and cancer-associated fibrosis. The Porcupine inhibitor RXC004, is being developed as a targeted treatment for Wnt-ligand dependent cancers, and pre-clinically, a GI-targeted ROCK inhibitor RXC008, for the treatment of fibrostenotic Crohn’s disease. Redx has a workforce of approximately 100 employees, and is headquartered in Alderley Park, UK. As at 30 September 2022, Redx had net assets of £33.3 million and a total cash balance of £53.9 million. As at the Latest Practicable Date, Redx had a market capitalisation of approximately £244 million (on a fully diluted basis).
Information on Jounce
Jounce is a clinical-stage immunotherapy company dedicated to transforming the treatment of cancer by developing therapies that enable the immune system to attack tumours and provide long-lasting benefits to patients through a biomarker-driven approach. Jounce is headquartered in Cambridge, Massachusetts, USA. Jounce is listed on the Nasdaq Global Select Market (NasdaqGS) and its shares trade under the ticker symbol “JNCE”.
For the nine months ended 30 September 2022, Jounce reported total assets of $158.1 million and a cash, cash equivalents and marketable securities balance of $130.3 million. On 27 December 2022, Jounce reported that it had entered into an asset purchase and license amendment agreement with Gilead Sciences, Inc. (“Gilead”) pursuant to which Gilead paid Jounce $67.0 million in exchange for Jounce agreeing to eliminate all remaining financial obligations of Gilead to Jounce under Jounce's exclusive licence agreement for development and commercialisation of GS-1811 (formerly JTX-1811) with Gilead and to transfer to Gilead certain patents and know-how related to licensed products under such license agreement. As at the Latest Practicable Date, Jounce had a market capitalisation of approximately $60 million (c. £50 million) (on a fully diluted basis).
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Governance of the Enlarged Group
Following completion of the Business Combination, the board of the Enlarged Group is expected to have nine members including:
oJane Griffiths, currently Redx Chair will become the non-executive chair of the Enlarged Group;
oLisa Anson currently Redx Chief Executive Officer will become the Chief Executive Officer and an executive director of the Enlarged Group;
othe board of the Enlarged Group will include directors from Redx and Jounce in line with the relative shareholding percentages in the Enlarged Group; and
oPeter Collum currently Redx Chief Financial Officer will become the Chief Financial Officer of the Enlarged Group.
Redx Recommendation
The Redx Directors, who have been so advised by Centerview as to the financial terms of the Business Combination, unanimously consider the terms of the Business Combination to be fair and reasonable. In providing its advice to the Redx Directors, Centerview has taken into account the commercial assessments of the Redx Directors. Centerview is providing independent financial advice to the Redx Directors for the purposes of Rule 3 of the Code.
Accordingly, the Redx Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Redx Shareholders vote in favour of the resolution to be proposed at the General Meeting, as those Redx Directors who hold Redx Shares have irrevocably undertaken to do, subject to certain exceptions, in respect of their own beneficial holdings of 1,710,741 Redx Shares representing, in aggregate, approximately 1.46 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3).
Jounce has also received an irrevocable undertaking to, subject to certain exceptions, vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from: (i) Sofinnova Crossover I SLP in respect of a total of 44,061,134 Redx Shares, representing, in aggregate, approximately 37.6 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3); (ii) Redco II Master Funds, L.P. in respect of a total of 27,461,017 Redx Shares, representing, in aggregate, approximately 23.5 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3); and (iii) Polar Capital Funds Plc for and on behalf of Polar Capital Funds PLC- Healthcare Opportunities Funds in respect of a total of 16,434,331 Redx Shares, representing, in aggregate, approximately 14.0 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3). RM3 (and any other Electing Merger Participant) will not be a Scheme Shareholder and therefore will not be entitled to vote in respect of the Scheme at the Court Meeting.
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Jounce has therefore received irrevocable undertakings to, subject to certain exceptions, vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 89,667,223 Redx Shares representing, in aggregate, approximately 76.6 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3). RM3 (and any other Electing Merger Participant) will not be a Scheme Shareholder and therefore will not be entitled to vote in respect of the Scheme at the Court Meeting.
Jounce has also received an irrevocable undertaking from RM3 in respect of a total of 217,880,610 Redx Shares, representing, in aggregate, approximately 65.1 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date to, subject to certain exceptions, vote in favour of the resolution to be proposed at the General Meeting.
RM3 has also entered into the Redmile Merger Agreement with Jounce and a wholly owned subsidiary of Jounce which commits RM3, subject to certain exceptions, to proceed with the Redmile Merger conditional on the Court having issued the Court Order.
Further details of these irrevocable undertakings are set out in Appendix 3 to this Announcement.
Redmile Merger
RM3 is a special purpose vehicle organised as a limited liability company under the laws of the State of Delaware, United States and is classified as an association taxable as a corporation for U.S. federal income tax purposes. RM3’s sole assets are its Redx Shares and Convertible Loan Notes issued by Redx with a principal amount of £11 million and RM3 has no liabilities.
Jounce and one of its wholly-owned subsidiaries have entered into a merger agreement with RM3 (the “Redmile Merger Agreement”) pursuant to which:
oconditional upon the Court sanctioning the Scheme and issuing the Court Order, RM3 agrees to convert the Convertible Loan Notes held by it into Redx Shares, with such conversion effective immediately prior to completion of the mergers contemplated pursuant to the Redmile Merger Agreement (as set out below); and
oconditional upon the Court having sanctioned the Scheme and issuing the Court Order, the Redmile Merger shall consist of the following steps, and will be effective immediately prior to the Scheme becoming effective: (a) a wholly-owned subsidiary of Jounce will merge with and into RM3 (as a result of which RM3 will be the surviving entity and will become a wholly-owned subsidiary of Jounce) and Jounce will issue 61,079,462 Jounce Shares (subject to any adjustment to reflect the Exchange Ratio, as adjusted, including as a result of the Reverse Stock Split) to the members of RM3 (which are funds or entities controlled or advised by Redmile), immediately following which (b) RM3 will merge with and into Jounce.
The number of Jounce Shares to be issued to the members of RM3 is the number of Jounce Shares which would have been issued to RM3 if the Redx Shares held by RM3 (following conversion of the Convertible Loan Notes held by RM3) had been subject to the Scheme.
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The Redmile Merger Agreement includes certain representations and warranties and other undertakings to Jounce, including that the only assets of RM3 are securities in Redx and that it has no liabilities and has conducted no business whatsoever other than the holding of securities in Redx. The members of RM3 and Jounce have entered into (i) a letter agreement (the “RM3 Shareholder Letter”) providing an indemnity in respect of any breach of certain representations and warranties given by RM3 in the Redmile Merger Agreement, and (ii) a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the members of RM3 are granted certain customary registration rights related to the shares to be held by such members in Jounce.
Redx Shareholders that meet the criteria set out below as at the date of this Announcement and who will continue to meet this criteria through to the date of completion of the Merger are also being offered the opportunity to request within a period of 27 days after this Announcement (being 22 March 2023) that their Redx Shares be transferred to Jounce and its affiliates by a merger process, similar to the Redmile Merger and pursuant to a merger agreement that is substantially similar to the Redmile Merger Agreement (collectively the “Merger Steps”). In order to make such request, the Redx Shareholder must be at the time of this Announcement and must remain immediately prior to the Scheme becoming effective:
oa U.S. entity that can participate in a merger pursuant to the Delaware Limited Liability Company Act;
oa special purpose entity the only assets of which are securities in Redx and which has no liabilities, and that has conducted no business whatsoever at any time other than the holding of securities in Redx;
oa “United States person” within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “IRC”), that is classified as an association taxable as a corporation for U.S. federal income tax purposes; and
oowned entirely by investors which qualify as an “accredited investor” within the meaning of Rule 501(a) under the U.S. Securities Act of 1933, as amended and a “qualified investor” within the meaning of Article 2(e) of Commission Delegated Regulation (EU) 2017/1129, as amended, as the same forms part of domestic legislation in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended.
Any Redx Shareholder who wishes to participate in the Merger Steps (and qualifies to do so, on the basis set out above) will be required to enter into a merger agreement with Jounce on substantively the same terms as the Redmile Merger Agreement (taking into account that such shareholders do not hold a majority shareholding as RM3 does in Redx or convertible notes). In particular, Redx Shareholders which may be eligible to participate in the Merger Steps should take into account the fact that the agreements relating to the merger will require the member or members of the shareholder group to give certain contractual undertakings to Jounce which could result in potential liability of such participating shareholders and potential additional liability to themselves owed to Jounce.
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It is recommended that Redx Shareholders considering participating in the Merger Steps take advice from an appropriate professional on whether or not the shareholder will, in fact, benefit from participating in the Merger Steps.
If any Redx Shareholder believes that it is eligible to participate in the Merger Steps and wishes to do so, it should send notice for the attention of the General Counsel and Company Secretary to legalnotices@redxpharma.com by no later than 22 March 2023 including:
othe identity, address, phone number and email of the shareholder, evidence of its shareholding and a copy of its certificate of organisation as a Delaware limited liability company;
oevidence that it is a United States person, within the meaning of Section 7701(a)(30) of the IRC, that is organised as a limited liability company and treated as an association taxable as a corporation for U.S. federal income tax purposes;
oa certified statement of that entity’s ultimate beneficial owner or owners;
ocertified copies of documents evidencing the identity and address of such ultimate beneficial owner or owners (and such other ‘know your company’ and anti-money laundering documents as Jounce may reasonably request);
oconfirmation from a duly authorised officer of the entity that:
the only asset of the entity is securities in Redx and that it has no liabilities and has conducted no business whatsoever other than the holding of securities in Redx;
its member or members are willing and able to (i) enter into substantially similar agreements to the Redmile Merger Agreement and the RM3 Shareholder Letter (taking into account such shareholders do not hold a majority shareholding as RM3 does in Redx) – including customary representations and warranties, indemnity, and other undertakings through the merger agreement or shareholder agreement; (ii) provide satisfactory response to reasonable due diligence requests from Jounce); and (iii) provide contractual comfort to Jounce that the only assets of the eligible Redx Shareholder are securities in Redx and that it has no liabilities and has conducted no business whatsoever other than the holding of securities in Redx;
all investors in the entity qualify as an “accredited investor” within the meaning of Rule 501(a) under the U.S. Securities Act of 1933; and
all investors in the entity qualify as a “qualified investor” within the meaning of Article 2(e) of Commission Delegated Regulation (EU) 2017/1129, as amended, as the same forms part of domestic legislation in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended.
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Redx Shareholders who participate in the Merger Steps in accordance with these requirements are referred to in this Announcement as “Electing Merger Participants”, and any such merger being an “Elected Merger”, together with the Redmile Merger being the “Mergers”.
Jounce Recommendation
Issuance of the New Shares requires approval of the requisite majority of Jounce Shareholders at the special meeting of the Jounce Shareholders (and any adjournment thereof) to be convened for the purpose of considering, and, if thought fit, approving, the Jounce Resolutions (as defined below) (the “Jounce Special Meeting”).
An amendment of Jounce’s certificate of incorporation to effect the proposed reverse stock split requires a resolution by Jounce shareholders to be approved by a simple majority of the issued and outstanding Jounce Shares as of the record date of the Jounce Special Meeting. Approval of the Reverse Stock Split by Jounce Shareholders is not a condition to the implementation of the Business Combination, which absent such approval shall proceed on the basis of an Exchange Ratio of 0.2105 Jounce Shares in exchange for each Redx Share.
After consideration, including review of the terms and conditions of the Business Combination in consultation with Jounce’s management, as well as Jounce’s financial and legal advisers, the Jounce Directors, by vote at a meeting on 22 February 2023, (i) approved, declared advisable and adopted the Co-Operation Agreement, including the terms of the CVR Agreement and the associated voting and support agreements; (ii) determined that the Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, Jounce and the Jounce Shareholders, (iii) resolved to recommend that the Jounce Shareholders approve the issuance of the New Shares, and (iv) resolved to enter into the Redmile Merger Agreement and the transaction agreements contemplated thereby, including the RM3 Shareholder Letter and the Registration Rights Agreement, and a similar merger agreement with any Redx Shareholder that satisfies the requirements set out in this Announcement to participate in the Merger Steps.
Accordingly, the Jounce Directors intend to recommend unanimously that Jounce Shareholders approve the resolutions to be put to them at the Jounce Special Meeting in due course in connection with the Business Combination (the “Jounce Resolutions”) as those Jounce Directors who hold Jounce Shares have undertaken to so vote, subject to certain exceptions, in respect of their own beneficial holdings of 242,023 Jounce Shares representing, in aggregate, approximately 0.46 per cent. of the share capital of Jounce in issue on the Latest Practicable Date.
Redx has also received voting and support agreements including an undertaking to vote in favour of the Jounce Resolutions, subject to certain exceptions, from: RTW Master Fund, Ltd, RTW Innovation Master Fund, Ltd., and RTW Venture Fund Limited, Gilead Sciences, Inc., Kimberlee C. Drapkin, Hugh M. Cole, Elizabeth G. Trehu in respect of a total of 10,839,549 Jounce Shares, representing, in aggregate, approximately 20.8 per cent. of the issued and outstanding share capital of Jounce as of the Latest Practicable Date.
Timetable and Conditions
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The Scheme shall be put to Scheme Shareholders at the Court Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, the implementation of the Scheme must also be approved at the General Meeting by Redx Shareholders representing at least 75 per cent. of votes cast at the General Meeting.
The Conditions to the Business Combination are set out in Appendix 1 to this Announcement, along with certain other terms; the full terms and conditions will be provided in the Scheme Document.
Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document which is expected to be despatched to Scheme Shareholders as soon as practicable and at or around the same time as the mailing of the Jounce Proxy Statement.
The Business Combination is currently expected to complete during the second quarter of 2023, subject to satisfaction or (where applicable) waiver of the Conditions. An expected timetable of key events relating to the Business Combination will be provided in the Scheme Document.
Commenting on the Business Combination, Redx’s Non Executive Chair, Jane Griffiths, said:
“I am delighted to announce this recommended all share merger with Jounce, which will allow us to broaden our asset base and capabilities to discover and develop new drug candidates for cancer and fibrotic disease.  It will also strengthen our cash position so we can progress meaningfully past our current key milestones with our clinical assets. As a Board we believe that having a sole stock- listing on Nasdaq is a critical step, creating improved access to capital markets and specialist long-term investors as we grow the Company.”
Commenting on the Business Combination, Jounce’s Chairman, Jigar Raythatha said:
“We believe the proposed merger is value-enhancing for our shareholders and are excited about the newly combined business. The transaction will result in a strengthened organisation with an expanded pipeline of differentiated assets targeting significant unmet needs in cancer and fibrosis.  We look forward to working closely with the Redx team to finalise the transaction and assist in assimilation of the combined assets and people”.
This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including the Appendices). The Business Combination shall be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix 2 to this Announcement contains the sources of information and bases of calculations of certain information contained in this Announcement, Appendix 3 to this Announcement contains a summary of the irrevocable undertakings and voting and support agreements received in relation to the Business Combination and Appendix 4 to this Announcement contains definitions of certain expressions used in this summary and in this Announcement.

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Enquiries:
Redx Pharma plc
UK Headquarters
Lisa Anson, Chief Executive Officer
Caitlin Pearson, Head of Communications
US Office
Peter Collum, Chief Financial Officer
+44 (0) 1625 469 918
FTI Consulting (PR Advisor to Redx) 
Simon Conway 

Ciara Martin 
+44 (0) 20 3727 1000 

Centerview Partners UK LLP (Financial Adviser to Redx)

+44 (0) 20 7409 9700
Richard Girling
Hadleigh Beals
Alexander Elias
SPARK Advisory Partners Limited (Nominated Advisor to Redx)
Matt Davies/ Adam Dawes
+44 (0) 20 3368 3550

WG Partners LLP
David Wilson
Claes Spång


+44 (0) 20 3705 9330

Jounce Therapeutics, Inc.
Kim Drapkin, Treasurer and Chief Financial Officer
+1 (857) 999 2906
Cowen Execution Services Limited (Financial Adviser to Jounce)
Tanya Joseph
Erik Schuchard
Giles Roshier
+1 (646) 562 1010

+44 (0) 20 3011 0460

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Cooley (UK) LLP is retained as legal adviser to Redx and Ropes & Gray International LLP is retained as legal adviser to Jounce.

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Important Notices
Centerview Partners UK LLP (“Centerview”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Redx and no one else in connection with the Business Combination and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in relation to the Business Combination, the contents of this Announcement or any other matters referred to in this Announcement. Neither Centerview nor any of its affiliates, nor any of Centerview’s and such affiliates’ respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Centerview in connection with this Announcement, any statement contained herein, the Business Combination or otherwise.
Cowen Execution Services Limited (“Cowen”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Jounce and no one else in connection with the Business Combination and will not be responsible to anyone other than Jounce for providing the protections afforded to clients of Cowen nor for providing advice in relation to the Business Combination, the contents of this Announcement or any other matters referred to in this Announcement. Neither Cowen nor any of its affiliates, nor any of Cowen’s and such affiliates’ respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cowen in connection with the Business Combination, this Announcement, any statement contained herein or otherwise.
SPARK Advisory Partners Limited (“SPARK”), which is authorised and regulated in the United Kingdom by the FCA is acting as nominated adviser to Redx and for no one else in connection with the Business Combination and other matters referred to in this Announcement and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in relation to the Business Combination, the contents of this Announcement or any other matters referred to in this Announcement. Neither SPARK nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of SPARK in connection with this Announcement, any statement contained herein, the Business Combination or otherwise.
WG Partners LLP (“WG”), which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is acting as a corporate broker to Redx and for no one else in connection with the Business Combination and other matters referred to in this Announcement and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in relation to the Business Combination, the contents of this Announcement or any other matters referred to in this Announcement. Neither WG nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of WG in connection with this Announcement, any statement contained herein, the Business Combination or otherwise.
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase,
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otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The Scheme shall be made solely by means of the Scheme Document (together with the Forms of Proxy) (or, if the Business Combination is implemented by way of Takeover Offer, the Takeover Offer document), which shall contain the full terms and conditions of the Business Combination, including details of how to vote in respect of the Business Combination. Any decision in respect of, or other response to, the Business Combination should be made only on the basis of the information in the Scheme Document (or, if the Business Combination is implemented by way of a Takeover Offer, the Takeover Offer document).
This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
With input from Jounce, Redx shall prepare the Scheme Document to be distributed to Redx Shareholders. Redx and Jounce urge Redx Shareholders to read carefully the Scheme Document when it becomes available because it shall contain important information relating to the Business Combination (including details of how to vote in respect of the Scheme). Any decision in respect of, or other response to, the Scheme shall be made only on the basis of the information in the Scheme Document.
With input from Redx, Jounce will prepare the Jounce Proxy Statement to be distributed to Jounce Shareholders. Jounce and Redx urge Jounce Shareholders to read carefully the Jounce Proxy Statement when it becomes available because it shall contain important information relating to the Business Combination. Any vote in respect of the Jounce Resolutions to be proposed at the Jounce Special Meeting should be made only on the basis of the information contained in the Jounce Proxy Statement.
This Announcement does not constitute a prospectus or prospectus exempted document.
No person should construe the contents of this Announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters.
Overseas Shareholders
The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Jounce or required by the Code, and permitted by applicable law and regulation, the Business Combination shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Business Combination by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to
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the Business Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Business Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction and, to the fullest extent permitted by applicable law, Redx and Jounce disclaim any responsibility or liability for the violation of such restrictions by any person. The availability of the Business Combination to Redx Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
The availability of the Business Combination to Redx Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
The Business Combination shall be subject to the applicable requirements of the Code, the AIM Rules, the Panel, the London Stock Exchange and the Financial Conduct Authority.
Additional information for U.S. investors
The Business Combination relates to shares of a UK company and is proposed to be effected, inter alia, by means of a scheme of arrangement under the laws of England and Wales.
Accordingly, the Business Combination is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.
However, if Jounce were (subject to Panel consent) to elect to implement the Business Combination by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable United States laws and regulations, including Section 14(e) and Regulation 14E under the U.S. Exchange Act and any applicable exemptions thereunder. Such a takeover would be made in the United States by Jounce and no one else.
In accordance with normal United Kingdom practice, Jounce or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Redx outside of the US, other than pursuant to the Business Combination, until the date on which the Business Combination and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.
Each Redx Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Business Combination applicable to them,
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including under applicable United States federal, state and local, as well as overseas and other, tax laws.
Financial information relating to Redx included in this Announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
Jounce is organised under the laws of the State of Delaware in the United States of America and Redx is organised under the laws of England and Wales. Some or all of the officers and directors of Redx are residents of countries other than the United States. In addition, some of the assets of Redx and Jounce are located outside the United States. As a result, it may be difficult for U.S. shareholders of Redx to effect service of process within the United States upon Redx or their officers or directors or to enforce against Redx a judgment of a U.S. court predicated upon the securities laws of the United Kingdom.
Important additional information will be filed with the SEC
In connection with the Business Combination, Jounce will file the Jounce Proxy Statement with the SEC. The Jounce Proxy Statement will be mailed to Jounce’s Shareholders as of the record date to be established for voting at the Jounce Special Meeting. This Announcement is not a substitute for the Jounce Proxy Statement or any other document that Jounce may file with the SEC or send to its shareholders in connection with the Business Combination.
Before making any voting decision, holders of Jounce Shares, are urged to read the Jounce Proxy Statement, any amendments or supplements thereto and other relevant documents filed or to be filed with the SEC in connection with the Business Combination, including any documents incorporated by reference therein, carefully and in their entirety when they become available, as they will contain important information in relation to the Business Combination, the parties to the Scheme and related matters.
Any vote of Jounce Shareholders in respect of the resolutions required to approve and implement the Business Combination should be made only on the basis of the information contained in the Jounce Proxy Statement, or any other amended or supplemented documents referred to in the paragraph above.
Forward looking statements
This Announcement (including information incorporated by reference in this Announcement) may contain statements which are, or may be deemed to be, “forward looking statements”. Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Redx, any member of the Redx Group, Jounce, any member of the Jounce Group or the Enlarged Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.
The forward looking statements contained in this Announcement may relate to Redx, any member of the Redx Group, Jounce, any member of the Jounce Group or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Business
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Combination and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects” “intends”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Jounce’s, any member of the Jounce Group or Redx’s or any member of the Redx Group’s operations, the expected structure, terms, timing and closing, and potential synergies resulting from the Business Combination; (iii) the effects of global economic conditions and governmental regulation on Jounce’s, any member of the Jounce Group or Redx’s business; (iv) areas of focus of the new company and development of pipeline assets; (v) the further clinical development of RXC007 and the anticipated timing of data with respect to RXC007 and other clinical programs; (vi) the composition of the board and management of the combined entity; (vii) any potential CVR payments from potential proceeds generated as a result of transactions on the Jounce clinical programmes; expected cash and cash runway amounts; and (viii) the ability of the cash runway to fund the combined entity through multiple inflection points; and the ability of the proposed transaction to create shareholder value.
By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that occur in the future. These events and circumstances include, but are not limited to, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak. The risks and uncertainties that the forward looking statements set forth herein include, among others, those included under the header “Risk Factors” in the Jounce Annual Report on Form 10-K for the fiscal year ended 31 December 2021 filed with the SEC on 2 March 2022, which is available free of charge at the SEC’s web site at www.sec.gov or by directing a request to Jounce as set forth in “Enquiries” above. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.
Neither Redx or any member of the Redx Group or any of Jounce or any member of the Jounce Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.
The forward looking statements speak only at the date of this Announcement. All subsequent oral or written forward looking statements attributable to any member of the Jounce Group or Redx Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Redx, the Redx Group, Jounce and the Jounce Group and their respective associates, directors, officers, employees and advisers expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
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No profit forecasts, estimates or quantified financial benefit statements
No statement in this Announcement is intended as a profit forecast, profit estimate or quantified financial benefit statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Jounce or Redx, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Jounce or Redx, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they shall be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at http://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
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Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by Redx Shareholders, persons with information rights and other relevant persons for the receipt of communications from Redx may be provided to Jounce during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on website and availability of hard copies
A copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Redx’s website at https://www.redxpharma.com/investor-centre/related-documents/  and on Jounce’s website at https://jouncetx.com/recommended-offer/ by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.
Redx Shareholders may request a hard copy of this Announcement by calling Equiniti Limited on +44 (0) 371 384 2030. If calling from outside of the UK, please ensure the country code is used. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 08:30 a.m. - 17:30 p.m., Monday to Friday excluding public holidays in England and Wales or by submitting a request in writing to our Registrars at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UK. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Redx confirms that, as at the Latest Practicable Date, it had 334,911,458 ordinary shares of £0.01 each in issue and admitted to trading on AIM. Redx does not hold any shares in treasury. The International Securities Identification Number for the Redx Shares is GB00BSNB6S51.
For the purposes of Rule 2.9 of the Code, Jounce confirms that, as at the Latest Practicable Date, it had 52,140,277 common shares, $0.001 par value per share, outstanding, and such shares are admitted to trading on the Nasdaq Global Select Market (NasdaqGS). The International Securities Identification Number for the Jounce Shares is US4811161011.
General
If the Business Combination is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Jounce intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so
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as to acquire compulsorily the remaining Redx Shares in respect of which the Takeover Offer has not been accepted.
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT A U.S. PROXY STATEMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE EXISTING JOUNCE SHARES OR NEW SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE JOUNCE PROXY STATEMENT WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER, INVITATION OR THE SOLICITATION OF AN OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES, OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, PURSUANT TO THE BUSINESS COMBINATION OR OTHERWISE, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF SECURITIES IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“UK MAR”). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE

23 February 2023
RECOMMENDED BUSINESS COMBINATION
OF
REDX PHARMA PLC AND JOUNCE THERAPEUTICS, INC.
to be implemented by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 immediately preceded by one or more mergers under Delaware law
1.Introduction
The boards of Redx Pharma plc (“Redx”) and Jounce Therapeutics, Inc. (“Jounce”) are pleased to announce that they have reached agreement on the terms and conditions of a unanimously recommended all share merger and the Mergers (as defined below) (the “Business Combination”) to combine the Redx Group and Jounce Group to form the “Enlarged Group”. It is intended that the Business Combination will be implemented by way of a court-sanctioned scheme of arrangement of Redx under Part 26 of the Companies Act, immediately preceded by a merger transaction between RM Special Holdings 3, LLC, an entity controlled by Redmile (which manages entities holding in aggregate approximately 73% of the issued ordinary share capital of Redx) (“RM3”) and Jounce and its affiliates (the “Redmile Merger”), which together will result in Jounce owning the entire issued and to be issued ordinary share capital of Redx.
2.The Business Combination
Immediately following completion of the Business Combination, Redx Shareholders will own approximately 63 per cent. and Jounce Shareholders will own approximately 37 per cent. of the share capital of the Enlarged Group (based on the fully diluted share capital of Jounce and the fully diluted
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share capital of Redx (following conversion of all outstanding Convertible Loan Notes issued by Redx), in each case as at the Latest Practicable Date).
Under the terms of the Business Combination, which shall be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, Redx Shareholders shall be entitled to receive:
0.2105 Jounce Shares in exchange for each Redx Share
Jounce intends to conduct a reverse stock split of Jounce Shares in conjunction with the Business Combination, with a ratio of one new share for every five outstanding shares of Jounce (the “Reverse Stock Split”). A reverse stock split is a share exchange transaction, without any impact on the amount of the share capital: only the number of Jounce outstanding shares is modified. If the Reverse Stock Split is approved by Jounce Shareholders, the Exchange Ratio will be adjusted to 0.0421 Jounce Shares in exchange for each Redx Share.
At the time of the completion of the Business Combination, Jounce is expected to have around $155 million of cash and cash equivalents, which net of any tail and closing costs results in at least $130 million in cash and cash equivalents being available to the Enlarged Group. Together with Redx’s expected cash at completion this would provide the Enlarged Group with cash runway into H2 2025. Based on Redx’s fully diluted market capitalisation of £244 million ($294 million) as at the Latest Practicable Date and Jounce’s expected cash and cash equivalents at the time of completion, this implies a market value for the Enlarged Group of $425 million, before taking into account the value of Jounce’s existing clinical and non-clinical stage programmes.
Upon completion of the Business Combination, (i) Jounce Shareholders that held shares in Jounce immediately prior to completion of the Business Combination (including any shares received in respect of Jounce restricted stock units that vest in connection with the Business Combination) shall receive one contractual contingent value right relating to certain existing clinical and non-clinical stage programmes of Jounce (“CVR”) for each outstanding share of Jounce held by such Jounce Shareholder immediately prior to the Business Combination, and (ii) holders of Jounce Share Awards immediately prior to completion of the Business Combination comprising vested options (“Eligible Jounce Awardholders”) shall receive one CVR for each outstanding share of Jounce common stock subject to such options immediately prior to the Business Combination. The CVRs shall entitle the relevant Jounce Shareholders and the Eligible Jounce Awardholders to receive, on a pro rata basis, subject to certain terms and conditions, 80% of the net proceeds resulting from any sale, transfer, disposition, spin-off, or license of certain assets relating to such programmes that is consummated within one year following the completion of the Business Combination, subject to one six-month extension term in certain limited circumstances, as set forth in the CVR Agreement. Further terms of the CVRs shall be made available in the Scheme Document.
It is expected that the Scheme Document shall be published as soon as practicable and at or around the same time as the mailing of the Jounce Proxy Statement and that the Court Meeting and the General Meeting shall be held during Q2 2023. It is expected that the Jounce Special Meeting shall be held during Q2 2023.
Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is expected to become effective during the second quarter 2023.
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3.Background to and reasons for the Business Combination
The Jounce Directors and the Redx Directors both believe this is a compelling transaction that will combine complementary businesses to create a transatlantic organisation specialised in developing both small molecule targeted therapeutics and antibody drug discovery for the treatment of cancer and fibrotic diseases, that will leverage the proven capabilities of both companies, and which has a clinical pipeline with multiple value inflection points in the near and medium term.
Both companies have a strong track record of clinical discovery in novel targets and disease areas and have or have had partnerships or collaborations with world-leading pharmaceutical companies including AstraZeneca, Jazz Pharmaceuticals and Gilead.
Redx and Jounce have track records in discovering targeted candidates in both oncology and fibrotic diseases, and the Enlarged Group is expected to:
i.drive forward its clinical pipeline, with the highest priority being RXC007 which is currently in Phase 2a for IPF, with topline data expected in Q1 2024 and has the potential for expansion of development into other indications including interstitial lung disease and cancer-associated fibrosis;  
ii.continue to progress other programmes in clinical and preclinical development, specifically RXC004 through its ongoing Phase 2 trials, and RXC008 through its ongoing IND-enabling studies. Jounce’s clinical programmes will not be pursued in-house beyond the currently ongoing studies;
iii.bring together selective clinical and discovery capabilities to enhance progression of its clinical assets and identification of discovery targets;
iv.have a strong financial foundation to fund the Enlarged Group through multiple important value inflection points; and
v.be headquartered at Alderley Park in the UK with a research and development base in the United States and a listing on Nasdaq, under the ticker Redx to support its targeted future growth.
4.Redx Recommendation
The Redx Directors, who have been so advised by Centerview as to the financial terms of the Business Combination, unanimously consider the terms of the Business Combination to be fair and reasonable. In providing its advice to the Redx Directors, Centerview has taken into account the commercial assessments of the Redx Directors. Centerview is providing independent financial advice to the Redx Directors for the purposes of Rule 3 of the Code.
Accordingly, the Redx Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Redx Shareholders vote in favour of the resolution to be proposed at the General Meeting, as those Redx Directors who hold Redx Shares have irrevocably undertaken to do, subject to certain exceptions, in respect of their own beneficial holdings of 1,710,741 Redx Shares representing, in aggregate, approximately 1.46 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3).
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Jounce has also received an irrevocable undertaking to, subject to certain exceptions, vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from: (i) Sofinnova Crossover I SLP in respect of a total of 44,061,134 Redx Shares, representing, in aggregate, approximately 37.6 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3); (ii) Redco II Master Funds, L.P. in respect of a total of 27,461,017 Redx Shares, representing, in aggregate, approximately 23.5 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3); and (iii) Polar Capital Funds Plc for and on behalf of Polar Capital Funds PLC- Healthcare Opportunities Funds in respect of a total of 16,434,331 Redx Shares, representing, in aggregate, approximately 14.0 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3). RM3 (and any other Electing Merger Participant) will not be a Scheme Shareholder and therefore will not be entitled to vote in respect of the Scheme at the Court Meeting.
Jounce has therefore received irrevocable undertakings to, subject to certain exceptions, vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 89,667,223 Redx Shares representing, in aggregate, approximately 76.6 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3). RM3 (and any other Electing Merger Participant) will not be a Scheme Shareholder and therefore will not be entitled to vote in respect of the Scheme at the Court Meeting.
Jounce has also received an irrevocable undertaking from RM3 in respect of a total of 217,880,610 Redx Shares, representing, in aggregate, approximately 65.1 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date to, subject to certain exceptions, vote in favour of the resolution to be proposed at the General Meeting.
RM3 has also entered into the Redmile Merger Agreement with Jounce and a wholly owned subsidiary of Jounce which commits RM3, subject to certain exceptions, to proceed with the Redmile Merger conditional on the Court having issued the Court Order.
Further details of the irrevocable undertakings are set out in Appendix 3 to this Announcement.
5.Redmile Merger
RM3 is a special purpose vehicle organised as a limited liability company under the laws of the State of Delaware, United States and is classified as an association taxable as a corporation for U.S. federal income tax purposes. RM3’s sole assets are its Redx Shares and Convertible Loan Notes issued by Redx with a principal amount of £11 million and RM3 has no liabilities.
Jounce and one of its wholly-owned subsidiaries have entered into a merger agreement with RM3 (the “Redmile Merger Agreement”) pursuant to which:
oRM3 agrees to convert the Convertible Loan Notes held by it into Redx Shares conditional upon the Court sanctioning the Scheme with such conversion effective immediately prior to completion of the mergers contemplated pursuant to the Redmile Merger Agreement (as set out below); and
oconditional upon the Court having sanctioned the Scheme and issued the Court Order, the Redmile Merger shall consist of the following steps, and will be effective
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immediately prior to the Scheme becoming effective: (a) a wholly-owned subsidiary of Jounce will merge with and into RM3 (as a result of which RM3 will be the surviving entity and will become a wholly-owned subsidiary of Jounce) and Jounce will issue 61,079,462 Jounce Shares to the members of RM3 (which are funds or entities controlled or advised by Redmile), immediately following which (b) RM3 will merge with and into Jounce (subject to any adjustment to reflect the Exchange Ratio, as adjusted, including as a result of the Reverse Stock Split).
The number of Jounce Shares to be issued to the members of RM3 is the number of Jounce Shares which would have been issued to RM3 if the Redx Shares held by RM3 (following conversion of the Convertible Loan Notes held by RM3) had been subject to the Scheme.
The Redmile Merger Agreement includes certain representations and warranties and other undertakings to Jounce, including that the only assets of RM3 are securities in Redx and that it has no liabilities and has conducted no business whatsoever other than the holding of securities in Redx. The members of RM3 and Jounce have entered into (i) a letter agreement (the “RM3 Shareholder Letter”) providing an indemnity in respect of any breach of certain representations and warranties given by RM3 in the Redmile Merger Agreement, and (ii) a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the members of RM3 are granted certain customary registration rights related to the shares to be held by such members in Jounce.
Redx Shareholders that meet the criteria set out below as at the date of this Announcement and who will continue to meet this criteria through to the date of completion of the Merger are also being offered the opportunity to request within a period of 27 days after this Announcement (being 22 March 2023) that their Redx Shares be transferred to Jounce and its affiliates by a merger process, similar to the Redmile Merger and pursuant to a merger agreement that is substantially similar to the Redmile Merger Agreement (collectively the “Merger Steps”). In order to make such request, the Redx Shareholder must be at the time of this Announcement and must remain immediately prior to the Scheme becoming effective:
oa U.S. entity that can participate in a merger pursuant to the Delaware Limited Liability Company Act;
oa special purpose entity the only assets of which are securities in Redx and which has no liabilities, and that has conducted no business whatsoever at any time other than the holding of securities in Redx;
oa “United States person” within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “IRC”), that is classified as an association taxable as a corporation for U.S. federal income tax purposes; and
oowned entirely by investors which qualify as an “accredited investor” within the meaning of Rule 501(a) under the U.S. Securities Act of 1933, as amended and a “qualified investor” within the meaning of Article 2(e) of Commission Delegated Regulation (EU) 2017/1129, as amended, as the same forms part of domestic
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legislation in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended.
Any Redx Shareholder who wishes to participate in the Merger Steps (and qualifies to do so, on the basis set out above) will be required to enter into a merger agreement with Jounce on substantively the same terms as the Redmile Merger Agreement (taking into account that such shareholders do not hold a majority shareholding as RM3 does in Redx or convertible notes). In particular, Redx Shareholders which may be eligible to participate in the Merger Steps should take into account the fact that the agreements relating to the merger will require the member or members of the shareholder group to give certain contractual undertakings to Jounce which could result in potential liability of such participating shareholders and potential additional liability to themselves owed to Jounce.
It is recommended that Redx Shareholders considering participating in the Merger Steps take advice from an appropriate professional on whether or not the shareholder will, in fact, benefit from participating in the Merger Steps.
If any Redx Shareholder believes that it is eligible to participate in the Merger Steps and wishes to do so, it should send notice for the attention of the General Counsel and Company Secretary to legalnotices@redxpharma.com by no later than 22 March 2023 including:
othe identity, address, phone number and email of the shareholder, evidence of its shareholding and a copy of its certificate of organisation as a Delaware limited liability company;
oevidence that it is a United States person, within the meaning of Section 7701(a)(30) of the IRC, that is organised as a limited liability company and treated as an association taxable as a corporation for U.S. federal income tax purposes;
oa certified statement of that entity’s ultimate beneficial owner or owners;
ocertified copies of documents evidencing the identity and address of such ultimate beneficial owner or owners (and such other ‘know your company’ and anti-money laundering documents as Jounce may reasonably request);
oconfirmation from a duly authorised officer of the entity that:
the only asset of the entity is securities in Redx and that it has no liabilities and has conducted no business whatsoever other than the holding of securities in Redx;
its member or members are willing and able to (i) enter into substantially similar agreements to the Redmile Merger Agreement and the RM3 Shareholder Letter (taking into account such shareholders do not hold a majority shareholding as RM3 does in Redx) – including customary representations and warranties, indemnity, and other undertakings through the merger agreement or shareholder agreement; (ii) provide satisfactory responses to reasonable due diligence requests from Jounce); and (iii) provide contractual comfort to Jounce that the only assets of the eligible Redx
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Shareholder are securities in Redx and that it has no liabilities and has conducted no business whatsoever other than the holding of securities in Redx;
all investors in the entity qualify as an “accredited investor” within the meaning of Rule 501(a) under the U.S. Securities Act of 1933; and
all investors in the entity qualify as a “qualified investor” within the meaning of Article 2(e) of Commission Delegated Regulation (EU) 2017/1129, as amended, as the same forms part of domestic legislation in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended.
Redx Shareholders who participate in the Merger Steps in accordance with these requirements are referred to in this Announcement as “Electing Merger Participants”, and any such merger being an “Elected Merger”, together with the Redmile Merger being the “Mergers”.
6.Jounce Recommendation
Issuance of the New Shares requires approval of the requisite majority of Jounce Shareholders at the special meeting of the Jounce Shareholders (and any adjournment thereof) to be convened for the purpose of considering, and, if thought fit, approving, the Jounce Resolutions (as defined below) (the “Jounce Special Meeting”).
An amendment of Jounce’s certificate of incorporation to effect the proposed Reverse Stock Split requires a resolution by Jounce shareholders to be approved by a simple majority of the issued and outstanding Jounce Shares as of the record date of the Jounce Special Meeting. Approval of the Reverse Stock Split by Jounce Shareholders is not a condition to the implementation of the Business Combination, which absent such approval shall proceed on the basis of an Exchange Ratio of 0.2105 Jounce Shares in exchange for each Redx Share.
After consideration, including review of the terms and conditions of the Business Combination in consultation with Jounce’s management, as well as Jounce’s financial and legal advisers, the Jounce Directors, by vote at a meeting on 22 February 2023 (i) approved, declared advisable and adopted the Co-Operation Agreement, including the terms of the CVR Agreement and the associated voting and support agreements; (ii) determined that the Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, Jounce and the Jounce Shareholders, (iii) resolved to recommend that the Jounce Shareholders approve the issuance of the New Shares, and (iv) resolved to enter into the Redmile Merger Agreement and the transaction agreements contemplated thereby, including the RM3 Shareholder Letter and the Registration Rights Agreement, and a similar merger agreement with any Redx Shareholder that satisfies the requirements set out in this Announcement to participate in the Merger Steps.
Accordingly, the Jounce Directors intend to recommend unanimously that Jounce Shareholders approve the resolutions to be put to them at the Jounce Special Meeting in due course in connection with the Business Combination (the “Jounce Resolutions”) as those Jounce Directors who hold Jounce Shares have undertaken to so vote, subject to
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certain exceptions, in respect of their own beneficial holdings of 242,023 Jounce Shares representing, in aggregate, approximately 0.46 per cent. of the share capital of Jounce in issue on the Latest Practicable Date.
Redx has also received voting and support agreements including an undertaking to vote in favour of the Jounce Resolutions, subject to certain exceptions, from: RTW Master Fund, Ltd, RTW Innovation Master Fund, Ltd., and RTW Venture Fund Limited, Gilead Sciences, Inc., Kimberlee C. Drapkin, Hugh M. Cole, Elizabeth G. Trehu in respect of a total of 10,839,549 Jounce Shares, representing, in aggregate, approximately 20.8 per cent. of the issued and outstanding share capital of Jounce as of the Latest Practicable Date.
7.Information on Redx
Redx is a clinical-stage biotechnology company focused on the discovery and development of novel, small molecule, targeted therapeutics for the treatment of cancer and fibrotic diseases, aiming initially to progress them to clinical proof of concept before evaluating options for further development and potential value creation. Redx’s lead product candidates under development include the next-generation selective ROCK2 inhibitor RXC007, for interstitial lung disease, the Porcupine inhibitor RXC004, being developed as a targeted treatment for Wnt-ligand dependent cancers, and a GI-targeted ROCK inhibitor RXC008, for the treatment of fibrostenotic Crohn’s disease. Redx has a workforce of approximately 100 employees, and is headquartered in Alderley Park, UK.
As at 30 September 2022, Redx had net assets of £33.3 million and a total cash balance of £53.9 million. As at the Latest Practicable Date, Redx had a market capitalisation of approximately £244 million (on a fully diluted basis).
8.Information on Jounce
Jounce is a clinical-stage immunotherapy company dedicated to transforming the treatment of cancer by developing therapies that enable the immune system to attack tumours and provide long-lasting benefits to patients through a biomarker-driven approach. Jounce is headquartered in Cambridge, Massachusetts, USA. Jounce is listed on the Nasdaq Global Select Market (NasdaqGS) and its shares trade under the ticker symbol “JNCE”.
For the nine months ended 30 September 2022, Jounce reported net assets of $158.1 million and a total cash balance of $130.3 million. On 27 December 2022, Jounce reported that it had entered into an asset purchase and license amendment agreement with Gilead pursuant to which Gilead paid Jounce $67.0 million in exchange for Jounce agreeing to eliminate all remaining financial obligations of Gilead to Jounce under Jounce's exclusive license agreement for development and commercialisation of GS-1811 (formerly JTX-1811) with Gilead and to transfer to Gilead certain patents and know-how related to licensed products under such license agreement. As at the Latest Practicable Date, Jounce had a market capitalisation of approximately $60 million (c. £50 million) (on a fully diluted basis).
9.Directors, management, employees, research and development and locations
9.1Intentions for the future business of Redx and the Redx Group
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Redx’s management and employees are expected to continue to be key to the success of the Enlarged Group following completion of the Business Combination with members of Redx’s management leading the Enlarged Group.
It is expected that the Redx Group’s current small molecule research and development functions will continue to be in the UK, with no planned changes in current places of business or material reductions in Redx headcount.
The integration of the Redx and Jounce businesses will be led by an integration team comprised of key Redx Group and Jounce personnel.
9.2Intentions for management and employees
It is Redx and Jounce’s intention that that the existing contractual and statutory employment rights of Redx’s existing management and employees will be safeguarded in accordance with applicable law and that there is no intention to make any material reduction in headcount or material change in the conditions of employment, including pension rights, of Redx employees following the Business Combination becoming effective, save that management’s contracts may be moved to the new parent entity of the Enlarged Group following completion of the Business Combination. After completion of the Business Combination, around 47 Jounce employees will be retained in the Enlarged Group, and will bring complementary expertise in biologics and immuno-oncology. These employees are primarily focused on antibody drug discovery and clinical development activities and will remain based in Massachusetts, USA. It is Redx and Jounce’s intention that there will be no material change in the conditions of employment of those retained Jounce employees nor material reductions in headcount.
Following completion of the Business Combination, the board of the Enlarged Group is expected to have nine members including:
Jane Griffiths, currently Redx Chair will become the non-executive chair of the Enlarged Group;
Lisa Anson currently Redx Chief Executive Officer will become the Chief Executive Officer and an executive director of the Enlarged Group;
the board of the Enlarged Group will include directors from Redx and Jounce in line with the relative shareholding percentages in the Enlarged Group; and
Peter Collum currently Redx Chief Financial Officer will become the Chief Financial Officer of the Enlarged Group.
9.3Intentions for management and employee incentivisation arrangements
There is no intention to make any material change to the balance of skills and functions of Redx Group’s employees and management, nor is there any intention to make any changes to the benefits provided by Redx’s defined contribution pension schemes and it is Redx and Jounce’s intention for the employer to continue to make contributions in line with the current arrangements, including the accrual of benefits for existing members and the admission of new members. Redx does not operate or contribute to any defined benefit pension schemes in respect of its employees.
9.4Intentions for locations, fixed assets and research and development
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Redx and Jounce confirm that there are no plans to: (i) change the principal locations of Redx Group’s businesses; or (ii) redeploy any of Redx Group’s fixed assets. It is intended that the Enlarged Group will be headquartered at Alderley Park in the UK with a research and development base in Massachusetts, USA.
Redx and Jounce further intend that the Redx Group’s current small molecule research and development functions will continue to be in the UK, with no planned changes in current places of business or material reductions in Redx headcount. Following the Business Combination it is intended that Redx will remain headquartered at Alderley Park in the UK with a research and development base in Massachusetts, USA..
9.5Trading facilities
Redx Shares are currently admitted to trading on AIM. As explained in paragraph 18 below, prior to the Scheme becoming effective, an application will be made to the London Stock Exchange to cancel the admission of the Redx Shares to trading on AIM with effect from the closing date of the Business Combination (but, for the avoidance of doubt, immediately following completion of the Business Combination). It is expected that the last day of dealings in Redx Shares on AIM will be the Business Day immediately prior to the Effective Date.
None of the statements in this paragraph 9 are “post-offer undertakings” for the purposes of Rule 19.5 of the Code.
10.Redx Share Awards and Jounce Options
Holders of Redx Share Awards shall be contacted regarding the effect of the Business Combination on their rights under the Redx Share Awards and appropriate proposals shall be made to such persons in due course. Further details of the terms of such proposals shall be included in the Scheme Document.
10.1    Redx Share Awards
Jounce will grant (i) each holder of Redx Out of the Money Options; and (ii) Mr Collum, equivalent replacement options over Jounce Shares in exchange for the relevant holder’s release of their Redx Share Awards which shall in each case be granted as inducement awards in reliance on the exemption from stockholder approval contained in Nasdaq Rule 5635(c)(4) and subject to the same vesting terms as applied to the relevant released Redx Share Awards (the “Jounce Replacement Options”), save that any Jounce Replacement Options or other replacement awards in respect of Redx Share Awards held by an individual subject to taxation under the laws of the United States shall be granted in a manner that complies with Section 409A of the IRC, as amended.
For holders of Redx In the Money Options, it is expected that each holder will, prior to the date of the Court Order, elect to either (i) exercise Redx In the Money Options that have vested prior to or on the date of the Court Order effective immediately prior to the date thereof (but conditional thereon) (unless they lapse earlier under the terms of the applicable Redx In the Money Options), such that Redx In the Money Options that are not so exercised shall lapse on the date of the Court Order; or (ii) release their Redx In the Money Options in consideration for the grant by Jounce of Jounce Replacement Options.
10.2    Jounce Share Awards
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Redx and Jounce have agreed that the Jounce Share Awards will, other than with respect to Jounce Share Awards held by employees whose employment is terminated by Jounce prior to or on the Effective Date as described in more detail in the Co-Operation Agreement, generally remain unchanged and will continue in accordance with their terms. Certain holders of vested Jounce options shall be beneficiaries under the CVR Agreement, as set out therein.
11.Convertible Loan Notes
Pursuant to the Redmile Merger Agreement (as described in greater detail in paragraph 5 above, and Appendix 3 to this Announcement), RM3 has agreed to convert all of the Convertible Loan Notes held by it into Redx Shares, in accordance with the terms of the Convertible Loan Notes, conditionally upon the Court sanctioning the Scheme and to become effective immediately prior to completion of the Redmile Merger.
In addition, pursuant to its irrevocable undertaking Sofinnova Crossover I SLP has agreed to convert all of the Convertible Loan Notes held by it into Redx Shares, in accordance with the terms of the Convertible Loan Notes, conditionally upon the Court sanctioning the Scheme and to become effective immediately prior to the Scheme Record Time such that the newly issued Redx Shares shall be acquired by Jounce pursuant to the Scheme.
Following the conversions of the Convertible Loan Notes by RM3 and Sofinnova Crossover I SLP as outlined above, there should be no outstanding convertible loan notes in Redx at the Scheme Record Time.
12.Offer-related arrangements
12.1    Confidentiality agreement
Redx and Jounce entered into a mutual confidentiality agreement dated 14 January 2023 as amended on 23 February 2023 (the “Confidentiality Agreement”) pursuant to which Redx and Jounce have undertaken to (i) keep confidential information relating to, inter alia, the Business Combination. Redx and Jounce, as applicable, and not to disclose it to third parties (other than to certain permitted parties) unless required by law or regulation; and (ii) use the confidential information only in connection with the Business Combination.
These confidentiality obligations shall remain in force for a specified period from the date of the Confidentiality Agreement. This agreement also includes customary non-solicitation obligations on the parties. Redmile, as disclosing party in the Business Combination, is a third party beneficiary to the protections provided in the Confidentiality Agreement.
12.2    Co-Operation Agreement
Redx and Jounce have entered into a co-operation agreement dated 23 February 2023 (the “Co-Operation Agreement”), pursuant to which Jounce has agreed to use its reasonable endeavours to secure the clearances with a view to satisfying the regulatory Conditions as soon as is reasonably practicable. Redx and Jounce have agreed to co-operate with each other in good faith, in a timely manner, with such information, assistance and access as may be required in order to obtain the regulatory clearances and authorisations. Redx and Jounce have also agreed to co-operate with each other to provide each other, in a timely manner, with such information, assistance and access as may reasonably be required for the preparation of the key shareholder documentation.
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The Co-Operation Agreement records Redx and Jounce’s intention to implement the Business Combination by way of a Scheme. The Co-Operation Agreement also contains certain provisions relating to (i) the conduct of Jounce’s business between the date of this Announcement and completion of the Business Combination; (ii) the procurement by Jounce of directors’ and officers’ liability insurance for current and former directors of the Redx Group and Jounce Group, with effect from completion of the Business Combination and (iii) protections of certain employee benefits for employees of Jounce that continue to be employed by the Enlarged Group post-completion of the Business Combination for a period of 12 months following completion.
The Co-Operation Agreement shall automatically terminate upon the occurrence of a Redx Adverse Recommendation Change (as defined in the Co-Operation Agreement). Jounce further has the right to terminate the Co-Operation Agreement where:
(a)a Competing Proposal for Redx (also as defined in the Co-Operation Agreement) is recommended by the Redx Directors or completes, becomes effective or is declared or becomes unconditional. Jounce further has the right to terminate if:
(i)the Court Meeting is not held on or before the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)); or
(ii)the Court Hearing is not held on or before the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)).
(b)prior to the Long-stop Date, Jounce serves a notice to Redx stating that either:
(i)any Condition which has not been waived is (or has become) incapable of satisfaction by the Long-stop Date and, notwithstanding that it has the right to waive such Condition, Jounce will not do so; or
(ii)any Condition which is incapable of waiver has become incapable of satisfaction by the Long-stop Date, in each case in circumstances where the invocation of the relevant Condition (or confirmation that the Condition is incapable of satisfaction, as appropriate) is permitted by the Panel.
The Co-Operation Agreement shall also terminate:
(a)if the Scheme is withdrawn or lapses in accordance with its terms prior to the Long-stop Date and with the permission of the Panel other than where Jounce confirms to Redx in writing that it is otherwise to be followed within 5 Business Days by an announcement under Rule 2.7 of the Code made by Jounce or a person acting in concert with Jounce to implement the Business Combination by a different scheme on substantially the same (but not less favourable) or improved terms; or
(b)if the Effective Date has not occurred by the Long-stop Date;
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(c)by service of notice by Jounce to Redx if a Jounce Adverse Recommendation Change occurs (as defined in the Co-Operation Agreement);
(d)by service of notice by Redx to Jounce if a Jounce Adverse Recommendation Change occurs; or
(e)by service of notice by Redx to Jounce if a Competing Proposal for Jounce (as defined in the Co-Operation Agreement) is recommended by the Jounce Directors or completes, becomes effective or is declared or becomes unconditional.
12.3    Joint Defense Agreement
In connection with the Business Combination Redx, Jounce and Redmile (and their respective legal counsel) executed a joint defense agreement on 19 February 2023 (the “Joint Defense Agreement”). Pursuant to the Joint Defense Agreement Redx, Jounce and Redmile have concluded that they share certain common interests in connection with assessing and undertaking any regulatory obligations, including the preparation of merger notification filings or notifications with antitrust regulatory authorities. Each party to the Joint Defense Agreement may withdraw on notice to the other parties, or on termination or on conclusion of the Business Combination.
13.Structure of and Conditions to the Business Combination
It is intended that the Business Combination shall be effected by means of a Court-approved scheme of arrangement between Redx and the Scheme Shareholders under Part 26 of the Companies Act although Jounce reserves the right to implement the Business Combination by means of a Takeover Offer (subject to Panel consent).
The Scheme will be immediately preceded by the Redmile Merger (as described in paragraph 5 above and Appendix 3 to this Announcement) and a similar merger transaction with any Electing Merger Participants.
The purpose of the Scheme, taken together with the Redmile Merger and any similar merger transactions with any Electing Merger Participants, is to effect the Business Combination to create the Enlarged Group, as a result of which Jounce will become the holder of the entire issued and to be issued ordinary share capital of Redx. This is to be achieved by the transfer of the Redx Shares to Jounce, pursuant to the Redmile Merger Agreement and any merger agreements entered into between any Electing Merger Participants and Jounce or the Scheme (as applicable): (i) under the Scheme, the Scheme Shareholders shall receive Jounce Shares on the basis set out in paragraph 2 of this Announcement; (ii) similarly, under the Redmile Merger Agreement and any merger agreements entered into between any Electing Merger Participants and Jounce, the number of Jounce Shares to be issued to the members of RM3 or the members of any Electing Merger Participants, as applicable is the number of Jounce Shares which would have been issued to RM3 or any such Electing Merger Participants, as applicable, if the Redx Shares held by RM3 (following conversion of the Convertible Loan Notes held by RM3) or such Electing Merger Participants, as applicable had been subject to the Scheme.
The Business Combination shall be subject to the Conditions and further terms set out below and in Appendix 1 to this Announcement and to be set out in the Scheme Document and shall only become effective, if, among other things, the following events occur on or before 11.59 p.m. on the Long-stop Date:
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(a)the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. In value of the Scheme Shares voted by those Scheme Shareholders;
(b)the resolutions required to approve and implement the Scheme being duly passed by Redx Shareholders representing the requisite majority or majorities of votes cast at the General Meeting;
(c)the approval of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Redx and Jounce); and
(d)the delivery of a copy of the Court Order to the Registrar of Companies.
The Scheme shall lapse if:
the Court Meeting and the General Meeting are not held by the 22nd day following the expected date of those meetings to be set out in the Scheme Document in due course, (or such later date as Redx and Jounce may agree and (if required) the Court may allow);
the Scheme is not approved by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. In value of the Scheme Shares voted by those Redx Shareholders;
the resolutions required to approve and implement the Scheme are not duly passed by Redx Shareholders representing the requisite majority or majorities of votes cast at the General Meeting; or
the Scheme does not become effective by no later than 11.59 p.m. on the Long-stop Date (or such later date as Redx and Jounce may agree and the Panel and the Court may allow).
Once the necessary approvals from Redx Shareholders and Jounce Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become effective upon delivery of the Court Order to the Registrar of Companies, which shall take place immediately after the Redmile Merger and any Elected Mergers become effective.
Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is expected to become effective during the second quarter of 2023.
Upon the Scheme becoming effective, it shall be binding on all Redx Shareholders other than the Excluded Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting. The New Shares to be issued in connection with the Business Combination for the transfer of the Redx Shares to Jounce will be issued in the names of the Redx Shareholders and members of RM3 or the member or members of any Electing Merger Participants no later than 14 days after the Effective Date (and in respect of the holders of Redx In The Money Options who exercise their rights under the Redx In The Money Options such consideration shall be paid in accordance with the proposals to be made to such persons).
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Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document which is expected to be despatched to Scheme Shareholders as soon as practicable and at or around the same time as the mailing of the Jounce Proxy Statement.
The issue of the New Shares by Jounce requires a resolution by Jounce Shareholders to be approved by a simple majority of the votes cast by Jounce Shareholders at the Jounce Special Meeting. The amendment of Jounce’s certificate of incorporation to effect the proposed Reverse Stock Split requires a resolution by Jounce shareholders to be approved by a simple majority of the issued and outstanding Jounce Shares as of the record date of the Jounce Special Meeting. In addition, Jounce Shareholder approval will be sought for an amendment to the Jounce 2017 Stock Option and Incentive Plan to increase the share reserve and incentive stock option limit under the Jounce 2017 Stock Option and Incentive Plan. It is expected that the Jounce Special Meeting shall be held during Q2 2023. Neither approval of the Reverse Stock Split nor the amendment to the Jounce 2017 Stock Option and Incentive Plan by Jounce Shareholders is a condition to the implementation of the Business Combination. Absent approval of the Reverse Stock Split, the Business Combination shall proceed on the basis of an Exchange Ratio of 0.2105 Jounce Shares in exchange for each Redx Share.
14.Irrevocable undertakings, voting and support agreement and Redmile Merger Agreement
Further details of the irrevocable undertakings and voting and support agreements in relation to the Business Combination and the Redmile Merger Agreement are set out in Appendix 3 to this Announcement.
15.Settlement, listing and dealing of New Shares
Once the Business Combination has become Effective, New Shares will be allotted and issued to Scheme Shareholders. It is intended that applications will be made for the New Shares to be admitted to Nasdaq with reliance on the exemption from registration pursuant to the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) under Section 3(a)(10) thereof (the “Admission”).
It is expected that the Admission will become effective, and that dealings for normal settlement in the New Shares will commence on the first Business Day after the Effective Date.
Further details on listing, dealing and settlement will be included in the Scheme Document.
16.Fractional entitlements
Fractions of New Shares will not be allotted or issued pursuant to the Business Combination, but entitlements of Scheme Shareholders will be rounded down to the nearest whole number of New Shares and all fractions of New Shares will be aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed in due proportions to the Scheme Shareholders who would otherwise have been entitled to such fractions (rounded down to the nearest cent), save that individual entitlements to amounts of less than $5 will be retained for the benefit of Jounce.
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17.Overseas shareholders
The availability of New Shares to persons who are not resident in the UK may be affected by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe any applicable legal or regulatory requirements of, their jurisdiction.
Redx Shareholders who are in doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. None of the securities to be issued pursuant to the Scheme have been or will be registered under the U.S. Securities Act or the securities laws of any state, district or other jurisdiction of the United States, and it is currently intended that the New Shares issued to Scheme Shareholders will be issued to U.S. Holders pursuant to the exemption from registration under the U.S. Securities Act provided under Section 3(a)(10) thereof.
This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Redx Shareholders are advised to read carefully the Scheme Document and related Redx Forms of Proxy once these have been dispatched.
18.Cancellation of admission to trading and re-registration
Prior to the Scheme becoming effective, Redx shall make an application to the London Stock Exchange for the cancellation of admission to trading of the Redx Shares on AIM to take effect from or shortly after the Scheme becomes effective. The last day of dealings in Redx Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers in respect of such dealings shall be registered after 6.00 p.m. on that date.
On the Effective Date, share certificates in respect of Redx Shares shall cease to be valid and entitlements to Redx Shares held within the CREST system shall be cancelled.
It is also proposed that, following the Effective Date and after the admission to trading of Redx Shares has been cancelled, Redx shall be re-registered as a private company under the relevant provision of the Companies Act.
19.Dividends
19.1    Reduction to Exchange Ratio
While no such events are anticipated, if, after the date of this Announcement, any dividend, distribution or return of capital is declared, made or paid or becomes payable in respect of the Redx Shares with a record date on or before the Effective Date (each a “Non-Permitted Redx Dividend”), Jounce reserves the right to reduce the Exchange Ratio accordingly so as to reflect the aggregate value attributable to any such Non-Permitted Redx Dividend.
19.2    Increase to Exchange Ratio
While no such events are anticipated, if, after the date of this Announcement, any dividend, distribution or return of capital other than in connection with the CVR Agreement is declared, made or paid or becomes payable in respect of the Jounce Shares with a record date on or before the Effective Date (a “Non-Permitted Jounce Dividend”), then Redx reserves the right to increase the Exchange
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Ratio accordingly so as to reflect the aggregate value attributable to any such Non-Permitted Jounce Dividend.
19.3    Dividend policy of the Enlarged Group
Following completion of the Business Combination and subject to the approval of the board of directors of the Enlarged Group, the Enlarged Group does not anticipate paying dividends in the near term, other than potentially through the CVR.
20.Disclosure of interests in Redx
Save in respect of the irrevocable undertakings referred to in paragraph 4 above, as at the Latest Practicable Date, neither Jounce, nor any of its directors, nor, so far as Jounce is aware, any person acting in concert (within the meaning of the Code) with it has: (i) any interest in or right to subscribe for any relevant securities of Redx; (ii) any short positions in respect of relevant Redx Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; (iii) any Dealing Arrangement, in relation to Redx Shares or in relation to any securities convertible or exchangeable into Redx Shares; or (iv) borrowed or lent any relevant Redx Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).
‘Interests in securities’ for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person shall be treated as having an ‘interest’ by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.
It has not been practicable for Jounce to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, all relevant details in respect of Jounce’s concert parties shall be included in the Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.
21.General
Jounce reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-Operation Agreement) to implement the Business Combination by way of a Takeover Offer for the Redx Shares as an alternative to the Scheme. In such event, the Takeover Offer shall be implemented on the same terms, so far as applicable as those which would apply to the Scheme, subject to appropriate amendments as Redx and Jounce may, subject to the rules of the Code and with the consent of the Panel, decide, of the shares to which such Takeover Offer relates.
The Business Combination shall be made subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement. A summary of the irrevocable undertakings and voting and support agreements given in relation to the Business Combination is contained in Appendix 3 to this Announcement. Certain terms used in this Announcement are defined in Appendix 4 to this Announcement.
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Cowen, Centerview and SPARK have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.
22.Documents available on website
Copies of the following documents shall be made available on Redx’s website at https://www.redxpharma.com/investor-centre/related-documents/ and on Jounce’s website at https://jouncetx.com/recommended-offer/ by no later than 12 noon on the first Business Day following the date of this Announcement and until the Effective Date:
the irrevocable undertakings referred to in paragraph 4 above and summarised in Appendix 3 to this Announcement;
the voting and support agreements referred to in paragraph 6 above and summarised in Appendix 3 to this Announcement
the Confidentiality Agreement;
the Co-Operation Agreement;
this Announcement;
the Redmile Merger Agreement, the RM3 Shareholder Letter and the Registration Rights Agreement; and
the Joint Defense Agreement.
The contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.
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Enquiries:
Redx Pharma plc
UK Headquarters
Lisa Anson, Chief Executive Officer
Caitlin Pearson, Head of Communications
US Office
Peter Collum, Chief Financial Officer
+44 (0) 1625 469 918
FTI Consulting (PR Advisor to Redx) 
Simon Conway 

Ciara Martin 
+44 (0) 20 3727 1000 
Centerview Partners UK LLP (Financial Adviser to Redx)
Richard Girling
+44 (0) 20 7409 9700
Hadleigh Beals
Alexander Elias
SPARK Advisory Partners Limited (Nominated Adviser to Redx)
Matt Davies/ Adam Dawes
+44 (0) 20 3368 3550

WG Partners LLP
David Wilson
Claes Spång


+44 (0) 20 3705 9330
Jounce Therapeutics, Inc.
Kim Drapkin, Treasurer and Chief Financial Officer
+1 (857) 999-2906
Cowen Execution Services Limited (Financial Adviser to Jounce)+44 (0) 20 3011 0460
Tanya Joseph
Erik Schuchard
Giles Roshier
Cooley (UK) LLP is retained as legal adviser to Redx and Ropes & Gray International LLP is retained as legal adviser to Jounce.
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Important Notices
Centerview Partners UK LLP (“Centerview”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Redx and no one else in connection with the Business Combination and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in relation to the Business Combination, the contents of this Announcement or any other matters referred to in this Announcement. Neither Centerview nor any of its affiliates, nor any of Centerview’s and such affiliates’ respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Centerview in connection with this Announcement, any statement contained herein, the Business Combination or otherwise.
Cowen Execution Services Limited (“Cowen”) which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Jounce and no one else in connection with the Business Combination and will not be responsible to anyone other than Jounce for providing the protections afforded to clients of Cowen nor for providing advice in relation to the Business Combination, the contents of this Announcement or any other matters referred to in this Announcement. Neither Cowen nor any of its affiliates, nor any of Cowen’s and such affiliates’ respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cowen in connection with the Business Combination, this Announcement, any statement contained herein or otherwise.
SPARK Advisory Partners Limited (“SPARK”) which is authorised and regulated in the United Kingdom by the FCA is acting as nominated adviser to Redx and for no one else in connection with the Business Combination and other matters referred to in this Announcement and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in relation to the Business Combination, the contents of this Announcement or any other matters referred to in this Announcement. Neither SPARK nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of SPARK in connection with this Announcement, any statement contained herein, the Business Combination or otherwise.
WG Partners LLP (“WG”), which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is acting as a corporate broker to Redx and for no one else in connection with the Business Combination and other matters referred to in this Announcement and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in relation to the Business Combination, the contents of this Announcement or any other matters referred to in this Announcement. Neither WG nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of WG in connection with this Announcement, any statement contained herein, the Business Combination or otherwise.
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any
39



vote or approval in any jurisdiction, pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The Scheme shall be made solely by means of the Scheme Document (together with the Forms of Proxy) (or, if the Business Combination is implemented by way of Takeover Offer, the Takeover Offer document), which shall contain the full terms and conditions of the Business Combination, including details of how to vote in respect of the Business Combination. Any decision in respect of, or other response to, the Business Combination should be made only on the basis of the information in the Scheme Document (or, if the Business Combination is implemented by way of a Takeover Offer, the Takeover Offer document).
This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
With input from Jounce, Redx shall prepare the Scheme Document to be distributed to Redx Shareholders. Redx and Jounce urge Redx Shareholders to read carefully the Scheme Document when it becomes available because it shall contain important information relating to the Business Combination (including details of how to vote in respect of the Scheme). Any decision in respect of, or other response to, the Scheme shall be made only on the basis of the information in the Scheme Document.
With input from Redx, Jounce will prepare the Jounce Proxy Statement to be distributed to Jounce Shareholders. Redx and Jounce urge Jounce Shareholders to read carefully the Jounce Proxy Statement when it becomes available because it shall contain important information relating to the Business Combination. Any vote in respect of the Jounce Resolutions to be proposed at the Jounce Special Meeting should be made only on the basis of the information contained in the Jounce Proxy Statement.
This Announcement does not constitute a prospectus or prospectus exempted document.
No person should construe the contents of this Announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters.
Overseas Shareholders
The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Jounce or required by the Code, and permitted by applicable law and regulation, the Business Combination shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Business Combination by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Business Combination are not being, and must not be, directly or indirectly, mailed or otherwise
40



forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Business Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction and, to the fullest extent permitted by applicable law, Redx and Jounce disclaim any responsibility or liability for the violation of such restrictions by any person. The availability of the Business Combination to Redx Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
The availability of the Business Combination to Redx Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
The Business Combination shall be subject to the applicable requirements of the Code, the AIM Rules, the Panel, the London Stock Exchange and the Financial Conduct Authority.
Additional information for U.S. investors
The Business Combination relates to shares of a UK company and is proposed to be effected, inter alia, by means of a scheme of arrangement under the laws of England and Wales.
Accordingly, the Business Combination is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.
However, if Jounce were (subject to Panel consent) to elect to implement the Business Combination by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable United States laws and regulations, including Section 14(e) and Regulation 14E under the U.S. Exchange Act and any applicable exemptions thereunder. Such a takeover would be made in the United States by Jounce and no one else.
In accordance with normal United Kingdom practice, Jounce or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Redx outside of the US, other than pursuant to the Business Combination, until the date on which the Business Combination and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.
Each Redx Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Business Combination applicable to them,
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including under applicable United States federal, state and local, as well as overseas and other, tax laws.
Financial information relating to Redx included in this Announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
Jounce is organised under the laws of the State of Delaware in the United States of America and Redx is organised under the laws of England and Wales. Some or all of the officers and directors of Redx are residents of countries other than the United States. In addition, some of the assets of Redx and Jounce are located outside the United States. As a result, it may be difficult for U.S. shareholders of Redx to effect service of process within the United States upon Redx or their officers or directors or to enforce against Redx a judgment of a U.S. court predicated upon the securities laws of the United Kingdom.
Important additional information will be filed with the SEC
In connection with the Business Combination, Jounce will file the Jounce Proxy Statement with the SEC. The Jounce Proxy Statement will be mailed to Jounce’s Shareholders as of the record date to be established for voting at the Jounce Special Meeting. This Announcement is not a substitute for the Jounce Proxy Statement or any other document that Jounce may file with the SEC or send to its shareholders in connection with the Business Combination.
Before making any voting decision, holders of Jounce Shares, are urged to read the Jounce Proxy Statement, any amendments or supplements thereto and other relevant documents filed or to be filed with the SEC in connection with the Business Combination, including any documents incorporated by reference therein, carefully and in their entirety when they become available, as they will contain important information in relation to the Business Combination, the parties to the Scheme and related matters. Any vote of Jounce Shareholders in respect of the resolutions required to approve and implement the Business Combination should be made only on the basis of the information contained in the Jounce Proxy Statement, or any other amended or supplemented documents referred to in the paragraph above.
Forward looking statements
This Announcement (including information incorporated by reference in this Announcement), may contain statements which are, or may be deemed to be, “forward looking statements”. Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Redx, any member of the Redx Group, Jounce, any member of the Jounce Group or the Enlarged Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.
The forward looking statements contained in this Announcement may relate to Redx, any member of the Redx Group, Jounce, any member of the Jounce Group or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Business Combination and other statements other than historical facts. In some cases, these forward looking
42



statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects” “intends”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Jounce’s, any member of the Jounce Group or Redx’s or any member of Redx Group’s operations, the expected structure, terms, timing and closing, and potential synergies resulting from the Business Combination; (iii) the effects of global economic conditions and governmental regulation on Jounce’s, any member of the Jounce Group or Redx’s business; (iv) areas of focus of the new company and development of pipeline assets; (v) the further clinical development of RXC007 and the anticipated timing of data with respect to RXC007 and other clinical programs; (vi) the composition of the board and management of the combined entity; (vii) any potential CVR payments from potential proceeds generated as a result of transactions on the Jounce clinical programmes; expected cash and cash runway amounts; and (viii) the ability of the cash runway to fund the combined entity through multiple inflection points; and the ability of the proposed transaction to create shareholder value.
By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that occur in the future. These events and circumstances include, but are not limited to, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak. The risks and uncertainties that the forward looking statements set forth herein include, among others, those included under the header “Risk Factors” in the Jounce Annual Report on Form 10-K for the fiscal year ended 31 December 2021 filed with the SEC on 2 March 2022, which is available free of charge at the SEC’s web site at www.sec.gov or by directing a request to Jounce as set forth in “Enquiries” above. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.
Neither Redx or any member of the Redx Group or any of Jounce or any member of the Jounce Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.
The forward looking statements speak only at the date of this Announcement. All subsequent oral or written forward looking statements attributable to any member of the Jounce Group or Redx Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Redx, the Redx Group, Jounce and the Jounce Group and their respective associates, directors, officers, employees and advisers expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
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No profit forecasts, estimates or quantified financial benefit statements
No statement in this Announcement is intended as a profit forecast, profit estimate or quantified financial benefit statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Jounce or Redx, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Jounce or Redx, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they shall be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
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Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by Redx Shareholders, persons with information rights and other relevant persons for the receipt of communications from Redx may be provided to Jounce during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on website and availability of hard copies
A copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Redx’s website at https://www.redxpharma.com/investor-centre/related-documents/ and on Jounce’s website at https://jouncetx.com/recommended-offer/ by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.
Redx Shareholders may request a hard copy of this Announcement by calling Equiniti Limited on +44 (0) 371 384 2030. If calling from outside of the UK, please ensure the country code is used. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 08:30 a.m. - 17:30 p.m., Monday to Friday excluding public holidays in England and Wales or by submitting a request in writing to our Registrars at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UK. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Redx confirms that, as at the Latest Practicable Date, it had 334,911,458 ordinary shares of £0.01 each in issue and admitted to trading on AIM. Redx does not hold any shares in treasury. The International Securities Identification Number for the Redx Shares is GB00BSNB6S51.
For the purposes of Rule 2.9 of the Code, Jounce confirms that, as at the Latest Practicable Date, it had 52,140,277 common shares, $0.001 par value per share, outstanding, and such shares are admitted to trading on the Nasdaq Global Select Market (NasdaqGS). The International Securities Identification Number for the Jounce Shares is US4811161011.
General
If the Business Combination is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Jounce intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so
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as to acquire compulsorily the remaining Redx Shares in respect of which the Takeover Offer has not been accepted.
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

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Appendix 1

CONDITIONS AND FURTHER TERMS OF THE BUSINESS COMBINATION
Part A: Conditions to the Scheme and the Business Combination
1.The Business Combination is conditional upon the Scheme becoming unconditional and Effective, subject to the Code, by no later than 11.59 p.m. on the Long-stop Date or such later date (if any) as Redx and Jounce may, with the consent of the Panel, agree and (if required) the Court may approve, or the Panel may require.
The Redmile Merger is conditional upon the Court having sanctioned the Scheme and issued the Court Order and will be effective immediately prior to the Scheme becoming effective.
2.The Scheme shall be subject to the following conditions:
2.1
(i)its approval by a majority in number of the Scheme Shareholders who are present and vote (and are entitled to vote), whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting) and who represent 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders; and
(ii)such Court Meeting (and any separate class meeting which may be required by the Court or any adjournment of any such meeting) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course, or such later date (if any) as Redx and Jounce may agree and (if required) the Court may allow;
2.2
(i)the resolutions required to approve and implement the Scheme being duly passed by the requisite majority of votes cast at the General Meeting (or at any adjournment of that meeting); and
(ii)such General Meeting (or any adjournment of any such meeting) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course, or such later date (if any) as Redx and Jounce may agree and (if required) the Court may allow;
2.3
(i)the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Redx and Jounce); and
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(ii)the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed by Redx and Jounce and, if required, the Court may allow); and
2.4the delivery of a copy of the Court Order to the Registrar of Companies in England and Wales.
3.In addition, subject as stated in Part B below and to the requirements of the Panel, the Business Combination shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Court Hearing to sanction the Scheme) or, where relevant and capable of waiver, waived prior to the Scheme being sanctioned by the Court
Jounce Shareholder approval and Nasdaq Listing
(a)a resolution of Jounce shareholders regarding the issuance of New Shares being duly passed by a simple majority of the votes cast by Jounce Shareholders represented in person or by proxy at the Jounce Special Meeting and such Jounce Resolution remaining valid;
(b)Jounce’s Shares remaining admitted to trading on Nasdaq and Jounce submitting the Admission and not receiving an objection thereto from Nasdaq;
Official authorisations, regulatory clearances and third-party clearances
General antitrust and regulatory
(c)the required notification and report forms under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended having been submitted by each party in connection with the Business Combination, and the waiting period applicable to the Business Combination contemplated by this Agreement having expired or been terminated;
(d)all other notifications, filings, applications or submissions which are necessary having been submitted in connection with the Business Combination and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Business Combination and all necessary Authorisations in any jurisdiction for or in respect of the Business Combination and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Redx or any other member of the Wider Redx Group by any member of the Wider Jounce Group, in each case which is material in the context of the Jounce Group or the Redx Group as a whole, having been obtained in terms and in a form reasonably satisfactory to Jounce from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Redx Group or the Wider Jounce Group has entered
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into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider Redx Group in any jurisdiction, in each case which is material in the context of the Jounce Group or the Redx Group as a whole, having been obtained and all such Authorisations remaining in full force and effect at the time at which the Business Combination becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;
(e)no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order issued and being in effect by a court or other Third Party which has the effect of making the Scheme, any of the Mergers or any other aspect of the Business Combination or any acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Redx Group by any member of the Wider Jounce Group, or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the completion or the approval of the Business Combination or any matter arising from the proposed acquisition of any shares or other securities in, or in control of, any member of the Wider Redx Group by any member of the Wider Jounce Group;
(f)no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to :
(i)require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Jounce Group or by any member of the Wider Redx Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);
(ii)except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Jounce Group or the Wider Redx Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Redx Group or any asset owned by any Third Party (other than in the implementation of the Business Combination);
(iii)impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Jounce Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Redx or on the ability of any member of the Wider Redx Group or any member of the Wider Jounce Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or
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other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Redx Group;
(iv)otherwise adversely affect any or all of the business, assets, liabilities, trading position, value, profits, operational performance, or prospects of any member of the Wider Redx Group or any member of the Wider Jounce Group;
(v)result in any member of the Wider Redx Group or any member of the Wider Jounce Group ceasing to be able to carry on business under any name under which it presently carries on business;
(vi)make the Business Combination, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Redx by any member of the Wider Jounce Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Business Combination or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Redx by any member of the Wider Jounce Group;
(vii)require, prevent or materially delay a divestiture by any member of the Wider Jounce Group of any shares or other securities (or the equivalent) in any member of the Wider Redx Group or any member of the Wider Jounce Group; or
(viii)impose any limitation on, or result in any delay in, the ability of any member of the Wider Jounce Group or any member of the Wider Redx Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Jounce Group and/or the Wider Redx Group,
and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Business Combination or the acquisition or proposed acquisition of any Redx Shares or otherwise intervene having expired, lapsed or been terminated.
Certain matters arising as a result of any arrangement, agreement, etc.
(g)except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Redx Group or any member of the Wider Jounce Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Business Combination or the acquisition or the proposed acquisition by any member of the Wider Jounce Group or
50



any member of the Wider Jounce Group of any shares or other securities (or the equivalent) in Redx or Jounce or because of a change in the control or management of any member of the Wider Redx Group or any member of the Wider Jounce Group or otherwise, could or might reasonably be expect to result in any of the following to an extent which is material and adverse in the context of the Wider Redx Group, or the Wider Jounce Group, in either case, taken as a whole:
(i)any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Redx Group or any member of the Wider Jounce Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
(ii)the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Redx Group, or any member of the Wider Jounce Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;
(iii)any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Redx Group or any member of the Wider Jounce Group being materially and adversely modified or materially and adversely affected or any obligation or liability arising or any materially adverse action being taken or arising thereunder;
(iv)any liability of any member of the Wider Redx Group or any member of the Wider Jounce Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;
(v)the rights, liabilities, obligations, interests or business of any member of the Wider Redx Group or any member of the Wider Jounce Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Redx Group or any member of the Wider Jounce Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;
(vi)any member of the Wider Redx Group or any member of the Wider Jounce Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is or would be material in the context of the Wider Redx Group or the Wider Jounce Group, as applicable, taken as a whole;
51



(vii)the value of, or the financial or trading position or prospects of, any member of the Wider Redx Group or any member of the Wider Jounce Group being materially prejudiced or materially and adversely affected; or
(viii)the creation or acceleration of any liability (actual or contingent) by any member of the Wider Redx Group or any member of the Wider Jounce Group other than trade creditors or other liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Redx Group or any member of the Wider Jounce Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions 3(g) (i) to (viii), in each case to the extent material in the context of the Wider Redx Group or any member of the Wider Jounce Group, taken as a whole;
Certain events occurring since 30 September 2022, for Redx, and 31 December 2022, for Jounce
(h)except as Disclosed, no member of the Wider Redx Group having since 30 September 2022 and no member of the Wider Jounce Group having since 31 December 2022:
(i)issued, pledged, disposed of, or otherwise encumbered, or agreed to issue, pledge, dispose of, or otherwise encumber, or authorised or proposed or announced its intention to authorise or propose the issue, pledge, disposal, or encumbrance of shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Redx Shares or Jounce Shares out of treasury (except, where relevant, (I) as between Redx and wholly-owned subsidiaries of Redx, or between the wholly-owned subsidiaries of Redx and except for the issue or transfer out of treasury of Redx Shares on or in connection with the exercise of share options or vesting of share awards in the ordinary course under the Redx Share Awards or (II) as between Jounce and wholly-owned subsidiaries of Jounce, or between the wholly-owned subsidiaries of Jounce and except for the issue or transfer out of treasury of Jounce Shares on or in connection with the exercise of share options or vesting of share awards in the ordinary course under the Jounce Share Awards or as contemplated in the Co-Operation Agreement);
(ii)recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Redx to Redx, or of Jounce to Jounce or any of its wholly-
52



owned subsidiaries or by any wholly-owned subsidiary of Jounce to Jounce, or of Redx to Redx or any of its wholly-owned subsidiaries;
(iii)other than pursuant to the Business Combination (and except for transactions between Redx or Jounce and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Redx or Jounce and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal, transfer, license, mortgage, encumberment, creation of a security interest over or abandonment of assets (including intellectual property) or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Redx Group or the Wider Jounce Group, taken as a whole;
(iv)except for transactions between Redx or Jounce and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Redx or Jounce and except for transactions in the ordinary course of business withdrew or disposed of, or transferred, licensed, mortgaged, encumbered, or created any security interest over or abandoned any material asset or any right, title or interest in any material asset (including intellectual property) or authorised, proposed or announced any intention to do so;
(v)(except for transactions between Redx and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Redx) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness or made any loans or advances which is material in the context of the Wider Redx Group or the Wider Jounce Group, taken as a whole;
(vi)entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider Redx Group or any member of the Wider Jounce Group or which is material in the context of the Wider Redx Group or the Wider Jounce Group, taken as a whole;
(vii)entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Redx Group or any member of the Wider Jounce Group, except for salary increases, bonuses or variations of terms in the ordinary course;
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(viii)proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee, or increased the wages, salary or other compensation or benefits with respect to, or hired or terminated without cause, any employee of the Wider Redx Group or the Wider Jounce Group, in each case, which are material in the context of the Wider Redx Group taken as a whole;
(ix)purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;
(x)except in the ordinary course of business, waived, compromised or settled any claim or commenced any legal action which is material in the context of the Wider Redx Group or the Wider Jounce Group, taken as a whole;
(xi)terminated or varied the terms of any agreement or arrangement between any member of the Wider Redx Group or the Wider Jounce Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Redx Group or the Wider Jounce Group, taken as a whole;
(xii)(except as disclosed on publicly available registers) made or proposed any material alteration to its memorandum or articles of association or other incorporation documents or adopted a stockholders’ rights plan, or entered into any agreement with respect to the voting of its capital stock, other than pursuant to the Business Combination;
(xiii)except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:
(A)the terms of the trust deeds, rules, policy or other governing documents constituting the pension schemes or other retirement or death benefit arrangement established by any member of the Wider Redx Group or the Wider Jounce Group for its directors, former directors, employees, former employees or each of their respective dependents;
(B)the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;
(C)the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
(D)the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to,
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to an extent which is in any such case material in the context of the Wider Redx Group or the Wider Jounce Group;
(xiv)been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Redx Group or the Wider Jounce Group, taken as a whole;
(xv)carried out any act:
(A)which would or could reasonably be expected to lead to the commencement of the winding up of any pension plan;
(B)which would or might create a material debt owed by an employer to any pension plan;
(C)which would or might accelerate any obligation on any employer to fund or pay additional contributions to any pension plans;
(D)which would or might give rise indirectly or directly to a liability in respect of a pension plan;
(E)to change the trustee or trustee directors or other fiduciary of the relevant pension plans;
(xvi)(other than in respect of a member of the Wider Redx Group or a member of the Wider Jounce Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, liquidation, consolidation, restructuring or reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;
(xvii)(except for transactions between Redx or Jounce and its wholly-owned subsidiaries or between the wholly-owned subsidiaries), made, authorised, proposed or announced an intention to propose any change in its loan capital;
(xviii)other than in the ordinary course of trading, entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities;
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(xix)having taken (or agreed or proposed to take) any action which requires or would require, the consent of the Panel or the approval of Redx Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;
(xx)operated Redx’s or Jounce’s business outside of the ordinary course of business consistent with past practice; or
(xxi)entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3(h);
No adverse change, litigation, regulatory enquiry or similar
(i)except as Disclosed, since 30 September 2022 in respect of Redx or since 30 December 2022 in respect of Jounce, there having been:
(i)no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Redx Group or any member of the Wider Jounce Group which is material in the context of the Wider Redx Group or Wider Jounce Group, taken as a whole;
(ii)no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Redx Group or any member of the Wider Jounce Group to which any member of the Wider Redx Group or any member of the Wider Jounce Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Redx Group or any member of the Wider Jounce Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Redx Group or Wider Jounce Group taken as a whole and in each case excluding claims by a stockholder of the Wider Redx Group or of the Wider Jounce Group relating to the proposed transaction;
(iii)no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Redx Group or Wider Jounce Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Redx Group or Wider Jounce Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Redx Group or Wider Jounce Group, taken as a whole;
(iv)no contingent or other liability having arisen or become apparent to Redx or Jounce or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading
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position or profits or prospects of any member of the Wider Redx Group or Wider Jounce Group to an extent which is material in the context of the Wider Redx Group or Wider Jounce Group taken as a whole; and
(v)no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Redx Group or any member of the Wider Jounce Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Redx Group or the Wider Jounce Group, taken as a whole;
No discovery of certain matters regarding information, liabilities and environmental issues
(j)except as Disclosed, Jounce or Redx not having discovered (relating to the other) that:
(i)any financial, business or other information concerning the Wider Redx Group or the Wider Jounce Group publicly announced prior to the date of this Announcement or disclosed at any time to any member of the Wider Jounce Group by or on behalf of any member of the Wider Redx Group, or to any member of the Wider Redx Group by or on behalf of any member of the Wider Jounce Group, prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to a material extent, in the context of the Wider Redx Group or the Wider Jounce Group taken as a whole;
(ii)any member of the Wider Redx Group, or any member of the Wider Jounce Group, is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider Redx Group or the Wider Jounce Group taken as a whole;
(iii)any past or present member of the Wider Redx Group or any past or present member of the Wider Jounce Group has not complied in any material respect in the context of the Wider Redx Group or of the Wider Jounce Group taken as a whole with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Redx Group or any member of the Wider Jounce Group;
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(iv)there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Redx Group or any member of the Wider Jounce Group;
(v)there has been any failure or non-compliance with any law or regulation that would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Redx Group or any member of the Wider Jounce Group;
(k) Anti-corruption
(i)any member of the Wider Redx Group or any member of the Wider Jounce Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation;
(ii)any member of the Wider Redx Group or any member of the Wider Jounce Group is ineligible to be awarded any contract or business under regulation 57 of the Public Contracts Regulations 2015 or regulation 80 of the Utilities Contracts Regulations 2015 (each as amended);
(iii)any member of the Wider Redx Group or any member of the Wider Jounce Group has engaged in any transaction which would cause any member of the Wider Jounce Group or any member of the Wider Redx Group to be in breach of applicable law or regulation upon completion of the Business Combination, including the economic sanctions of the United States Office of Foreign Assets Control or HM Treasury & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law; or
(l) No criminal property
(i)any asset of any member of the Wider Redx Group or any member of the Wider Jounce Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (f) of that definition).
Part B: Certain further terms of the Business Combination
1.Subject to the requirements of the Panel, Jounce reserves the right, in its sole discretion, to waive, in whole or in part all or any of the Conditions set out in Part A of Appendix 1 above (in the case of the Conditions set out in paragraphs 3(g) through 3(l) above, only so far as they
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relate to Redx, the Wider Redx Group or any part thereof, and, in the case of Condition 3(e), only acting jointly with Redx) except Conditions 2.1(i), 2.2(i), 2.3(i), 2.4, 3(a) and 3(b) which cannot be waived. If any of Conditions 2.1(ii), 2.2(ii) and 2.3(ii) is not satisfied by the relevant deadline specified in the relevant Condition, Jounce shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines, or agreed with Redx to extend the relevant deadline.
2.Subject to the requirements of the Panel, Redx reserves the right in its sole discretion to waive, in whole or in part, all or any of the Conditions set out in paragraphs 3(g) through 3(l) set out in Part A of Appendix 1 above (only so far as such Conditions relate to Jounce, the Wider Jounce Group or any part thereof) and Condition 3(e) (only acting jointly with Jounce).
3.If Jounce is required by the Panel to make an offer for Redx Shares under the provisions of Rule 9 of the Code, Jounce may make such alterations to any of the above Conditions and terms of the Business Combination as are necessary to comply with the provisions of that Rule.
4.Neither Jounce nor Redx shall be under any obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in Part A of Appendix 1 above that are capable of waiver by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Business Combination may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
5.Under Rule 13.5(a) of the Code, Jounce may not invoke a Condition so as to cause the Business Combination not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Jounce in the context of the Business Combination. Jounce may only invoke a condition that is subject to Rule 13.5(a) with the consent of the Panel.
6.Under Rule 13.6 of the Code, Redx may not invoke a Condition so as to cause the Business Combination not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Redx Shareholders in the context of the Business Combination. Redx may only invoke a condition that is subject to Rule 13.6 with the consent of the Panel.
7.Condition 1, Conditions 2.1, 2.2, 2.3, 2.4, 3(a) and 3(b) in Part A of Appendix 1 above, and, if applicable, any acceptance condition if the Business Combination is implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Code.
8.The Redx Shares acquired under the Business Combination shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid,
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or any other return of value (whether by reduction of share capital or share premium account or otherwise) made on or after the Effective Date.
9.If, on or after the date of this Announcement and prior to or on the Effective Date, any dividend, distribution or other return of value is declared, paid or made, or becomes payable by Redx (a “Non-Permitted Redx Dividend”), Jounce reserves the right (without prejudice to any right of Jounce, with the consent of the Panel, to invoke Condition 3(f)(ii) of Appendix 1 above) to reduce the Exchange Ratio to reflect the aggregate amount of such Non-Permitted Redx Dividend. In such circumstances, Redx Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.
If on or after the date of this Announcement, and to the extent that any such Non-Permitted Redx Dividend has been declared, paid, or made, or becomes payable by Redx on or prior to the Effective Date and Jounce exercises its rights under this paragraph 10 to reduce the Exchange Ratio under the terms of the Business Combination, any reference in this Announcement to the consideration payable under the terms of the Business Combination shall be deemed to be a reference to the Exchange Ratio as so reduced.
If and to the extent that such a dividend, distribution, or other return of value has been declared or announced, but not paid or made, or is not payable by reference to a record date on or prior to the Effective Date and is or shall be: (i) transferred pursuant to the Business Combination on a basis which entitles Jounce Shareholders to receive the dividend, distribution, or other return of value and to retain it; or (ii) cancelled, the Exchange Ratio shall not be subject to change in accordance with this paragraph 9.
Any exercise by Jounce of its rights referred to in this paragraph 9 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Business Combination.
10.If, after the date of this Announcement, any dividend, distribution or other return of value other than in connection with the CVR Agreement is declared, paid or made, or becomes payable by Jounce (a “Non-Permitted Jounce Dividend”), Redx reserves the right to increase the Exchange Ratio to reflect the aggregate amount of such Non-Permitted Jounce Dividend. In such circumstances, Jounce Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid.
If on or after the date of this Announcement, and to the extent that any such Non-Permitted Jounce Dividend has been declared, paid, or made, or becomes payable by Jounce on or prior to the Effective Date and Redx exercises its rights under this paragraph 10 to increase the Exchange Ratio under the terms of the Business Combination, any reference in this Announcement to the consideration payable under the terms of the Business Combination shall be deemed to be a reference to the Exchange Ratio as so increased.
If and to the extent that such a dividend, distribution, or other return of value has been declared or announced, but not paid or made, or is not payable by reference to a record date on or prior to the Effective Date and is or shall be: (i) transferred pursuant to the Business Combination on a basis which entitles Redx Shareholders to receive the dividend, distribution, or other return of value and to retain it; or (ii) cancelled, the Exchange Ratio shall not be subject to change in accordance with this paragraph 10.
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11.Jounce reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-Operation Agreement,) to implement the Business Combination by way of a Takeover Offer for the Redx Shares as an alternative to the Scheme. In such event, the Takeover Offer shall be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent.
12.The availability of the Business Combination to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
13.The Business Combination is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.
14.The Scheme is governed by the law of England and Wales and is subject to the jurisdiction of the courts of England and Wales and to the Conditions and further terms set out in this Appendix 1 and to be set out in the Scheme Document. The Business Combination shall be subject to the applicable requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the Financial Conduct Authority.
15.Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

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Appendix 2

SOURCES OF INFORMATION AND BASES OF CALCULATION
(i)As at 22 February 2023 (being the latest practicable date prior to publication of this Announcement, the “Latest Practicable Date”), there were 334,911,458 Redx Shares in issue and 52,140,277 Jounce Shares in issue. The International Securities Identification Number for Redx Shares is GB00BSNB6S51 and the International Securities Identification Number for Jounce Shares is US481116101.
(ii)Any references to the issued and to be issued share capital of Redx are based on:
the 334,911,458 Redx Shares referred to in paragraph (i) above; and
152,931,895 Redx Shares which may be issued on or after the date of this Announcement to satisfy:
othe exercise of options or vesting of awards pursuant to the Redx Share Awards; and
othe conversion of the Convertible Loan Notes.
(iii)     Any references to the issued and outstanding and to be issued share capital of Jounce are based on:
the 52,140,277 Jounce Shares referred to in paragraph (i) above; and
8,267,429 Jounce Shares which may be issued on or after the date of this Announcement to satisfy the exercise of options or vesting of awards pursuant to the Jounce Share Awards.
(iv)     The percentage share capital of the Enlarged Group that Redx and Jounce Shareholders will own on a fully diluted bases if calculated on the basis of:
the fully diluted share capital of Jounce referred to in paragraph (iii) above; and
the 102,699,827 New Shares that Redx Shareholders will receive under the terms of the Business Combination, based on the fully diluted share capital of Redx referred to in paragraph (ii) above and the Exchange Ratio of 0.2105 New Shares in exchange for each Redx Share.
(v)Unless otherwise stated, the financial information relating to Redx is extracted from the audited consolidated financial statements of Redx for the financial year to 30 September 2022, prepared in accordance with IFRS.
(vi)Unless otherwise stated, the financial information relating to Jounce is derived from the unaudited condensed consolidated financial statements of Jounce as of 30 September 2022, prepared in accordance with US GAAP set forth in Jounce’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2022 and, with
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respect to the proceeds received in connection with the Gilead transaction, in Jounce’s Current Report on Form 8-K filed with the SEC on 27 December 2022.
(vii)Certain figures contained in this Announcement have been subject to rounding adjustments.

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Appendix 3

IRREVOCABLE UNDERTAKINGS
PART A: Redx Directors’ irrevocable undertakings
The following Redx Directors have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting.
Name of Redx DirectorNumber of Redx Shares in respect of which undertaking is givenPercentage of Redx issued share capital (excluding Redx Shares under option and Redx Shares held by RM3)
Lisa Anson163,1830.139%
Dr. Jane Griffiths84,7460.072%
Sarah Gordon Wild1,316,5871.125%
Peter Presland146,2250.125%

The obligations of the Redx Directors under the irrevocable undertakings shall lapse and cease to have effect on and from the following occurrences:
(a)if the Scheme does not become effective, lapses or is withdrawn without becoming or being declared unconditional in accordance with its terms; or
(b)if Jounce announces, with the consent of the Panel or any other relevant authority (if required), and before the Scheme Document is posted, that it does not intend to proceed with the Business Combination and no new, revised or replacement Scheme is announced by Jounce at the same time or within 28 days thereafter; or
(c)if the Scheme does not become effective by the Long-stop Date or such later date as we agree in writing; or
(d)if the Co-Operation Agreement is terminated in accordance with its terms.

PART B: Non-director Redx Shareholder irrevocable undertakings
The following holders or controllers of Redx Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting:
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Name of Redx Shareholder giving undertakingNumber of Redx Shares in respect of which undertaking is givenPercentage of Redx issued share capital (excluding Redx Shares under option and Redx Shares held by RM3)
Sofinnova Crossover I SLP44,061,13437.6%
Redco II Master Funds, L.P.27,461,01723.5%
Polar Capital Funds Plc for and on behalf of Polar Capital Funds PLC- Healthcare Opportunities Funds16,434,33114.0%

The obligations of Sofinnova Crossover I SLP, Redco II Master Funds, L.P., and Polar Capital Funds Plc for and on behalf of Polar Capital Funds PLC- Healthcare Opportunities Funds under the irrevocable undertakings shall lapse and cease to have effect on and from the following occurrences:
(e)if the Scheme does not become effective, lapses or is withdrawn without becoming or being declared unconditional in accordance with its terms; or
(f)if Jounce announces, with the consent of the Panel or any other relevant authority (if required), and before the Scheme Document is posted, that it does not intend to proceed with the Business Combination and no new, revised or replacement Scheme is announced by Jounce at the same time or within 28 days thereafter; or
(g)if the Scheme does not become effective by the Long-stop Date or such later date as we agree in writing; or
(h)if the Co-Operation Agreement is terminated in accordance with its terms.

PART C: Merger Agreement
Jounce and one of its wholly-owned subsidiaries have also entered into a merger agreement with RM3 which holds a total of 217,880,610 Redx Shares, representing, in aggregate, approximately 65.1 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date and Convertible Loan Notes with a face value of £11m pursuant to which:
conditional upon the Court sanctioning the Scheme and issuing the Court Order, RM3 agrees to convert the Convertible Loan Notes held by it into Redx Shares, with such conversion effective immediately prior to completion of the mergers contemplated pursuant to the Redmile Merger Agreement (as set out below);
conditional upon the Court sanctioning the Scheme and issuing the Court Order and effective immediately prior to the Scheme becoming effective: (a) a wholly-owned
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subsidiary of Jounce will merge with and into RM3 (as a result of which RM3 will be the surviving entity and will become a wholly-owned subsidiary of Jounce) and Jounce will issue 61,079,462 Jounce Shares (subject to any adjustment to reflect the Exchange Ratio, as adjusted, including as a result of the Reverse Stock Split) to the members of RM3 (which are funds or entities controlled or advised by Redmile), immediately following which (b) RM3 will merge with and into Jounce; and
the parties to the Redmile Merger Agreement acknowledge and agree that the mergers contemplated thereby are intended to be considered, together, as a transaction qualifying as a reorganisation under Section 368(a) of the IRC.
The number of Jounce Shares to be issued to the members of RM3 is the number of Jounce Shares which would have been issued to RM3 if the Redx Shares held by RM3 (following conversion of the Convertible Loan Notes held by RM3) had been subject to the Scheme.
The Redmile Merger Agreement includes customary representations and warranties and other undertakings and representation and warranties to Jounce, including that the only assets of RM3 are securities in Redx and that it has no liabilities and has conducted no business whatsoever other than the holding of securities in Redx.
The Redmile Merger Agreement may be terminated:
by mutual written consent of the parties (subject to any required Panel consent);
by either Jounce or RM3:
oif the Co-Operation Agreement has terminated or expired for any reason; or
oif the effectiveness of the merger has not occurred by the Long-stop Date.
The members of RM3 and Jounce have also entered into (i) a letter agreement (the “RM3 Shareholder Letter”) providing a $197,800,000 indemnity in respect of any breach of the representations and warranties relating to the absence of business activities and liabilities of RM3, among others and (ii) a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the members of RM3 are granted certain customary registration rights related to the shares to be held by such members in Jounce.
PART D: Total irrevocable undertakings in respect of Redx Shares
Jounce has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting) from: (i) Sofinnova Crossover I SLP; (ii) Redco II Master Funds, L.P.; and (iii) Polar Capital Funds Plc for and on behalf of Polar Capital Funds PLC- Healthcare Opportunities Funds, which are irrevocable undertakings over 87,956,482 Redx Shares, representing, in aggregate, approximately 75.2 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3).
Redx Directors, Lisa Anson, Dr. Jane Griffiths, Sarah Gordon Wild and Peter Presland have provided irrevocable undertakings which are irrevocable undertakings over 1,710,741 Redx Shares, representing, in aggregate, approximately 1.46 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3).
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Accordingly, considering: (i) the Director irrevocable undertakings, representing approximately 1.46 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3); (ii) the Shareholder irrevocable undertakings given by (i) Sofinnova Crossover I SLP (ii) Redco II Master Funds, L.P and (iii) Polar Capital Funds Plc for and on behalf of Polar Capital Funds PLC- Healthcare Opportunities Funds, representing approximately 75.2 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3), Jounce has received irrevocable undertakings in respect of a total of 89,667,223 Redx Shares representing, in aggregate, approximately 76.6 per cent. of the ordinary share capital of Redx in issue on the Latest Practicable Date (excluding the Redx Shares held by RM3).
PART E: Voting and support agreements in respect of Jounce Shares
Redx has received voting and support agreements to vote in favour of the Jounce Resolutions, subject to customary conditions, from the directors and executive officers of Jounce and certain shareholders of Jounce, with respect to 11,081,572 Jounce Shares, representing, in aggregate, approximately 21.3 per cent. of the issued and outstanding shares of Jounce on the Latest Practicable Date.

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Appendix 4

DEFINITIONS
The following definitions apply throughout this Announcement unless the context requires otherwise:
AIMthe AIM market, a market operated by the London Stock Exchange
AIM Rulesthe AIM Rules for Companies governing the admission to and operation of AIM published by the London Stock Exchange as amended from time to time
Announcementthis announcement
Authorisationsregulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals, in each case, of a Third Party
Blocking Lawmeans (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union); or (ii) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018
Business Daya day (other than Saturdays, Sundays and public holidays in the UK and the US) on which banks are open for business in London, England and Boston, Massachusetts
Business Combinationthe recommended all share merger between Redx and Jounce to be effected by means of the Scheme (or by way of Takeover Offer under certain circumstances described in this Announcement) and the Mergers and, where the context admits, any subsequent revision, variation, extension or renewal thereof.
CenterviewCenterview Partners UK LLP
Codethe City Code on Takeovers and Mergers
Companies Actthe Companies Act 2006, as amended
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Conditions
the terms and conditions to the implementation of the Business Combination, as set out in Appendix 1 to this Announcement and to be set out in the Scheme Document
Convertible Loan Notesmeans the convertible loan notes issued in the aggregate principal amount of £17 million by Redx to RM3 and Sofinnova Crossover I SLP, pursuant to the terms of the note purchase agreement dated 29 June 2020
Co-operation Agreementthe co-operation agreement entered into between Redx and Jounce dated 23 February 2023
Confidentiality Agreementmeans the confidentiality agreement between Redx and Jounce dated 14 January 2023
Courtthe High Court of Justice in England and Wales
Court Hearingthe hearing by the Court of the application to sanction the Scheme under Part 26 of the Companies Act
Court Meeting
the meeting of Scheme Shareholders to be convened pursuant to an order of the Court under the Companies Act for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment), including any adjournment, postponement or reconvention thereof, notice of which is to be contained in the Scheme Document
Court Orderthe order of the Court sanctioning the Scheme under section 899 of CA 2006
CowenCowen Execution Services Limited
CVRthe contingent value rights to be issued pursuant to the terms of the CVR Agreement
CVR Agreementthe contingent value rights agreement to be entered into between Jounce and a third party rights agent prior to completion of the Business Combination
Daily Official Listthe Daily Official List published by the London Stock Exchange
Dealing Arrangementan arrangement of the kind referred to in Note 11(a) on the definition of acting in concert in the Code
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Dealing Disclosurehas the same meaning as in Rule 8 of the Code
Disclosed
(A) in respect of the information disclosed by, or on behalf of Redx in the annual report and accounts of the Redx Group for the financial years ended 30 September 2020, 30 September 2021 or 30 September 2022;
(B) in respect of the information disclosed by, or on behalf of Jounce, (i) in Jounce’s Quarterly Reports on Form 10-Q filed with the SEC on 10 November, 4 August 2022 and 5 May 2022; (ii) in Jounce’s Annual Report on Form 10-K filed with the SEC on 2 March 2022; (iii) each Jounce Periodic Report on Form 8-K filed with the SEC since 1 January 2022; and (iv) any other Jounce SEC filing for the past three financial years preceding the date of this Announcement;
(C) in respect of the information disclosed by, or on behalf of either Redx and/or Jounce (as applicable), (i) in this Announcement; (ii) in any other announcement to a Regulatory Information Service by, or on behalf of Redx or Jounce (as applicable) prior to the publication of this Announcement; or (iii) as otherwise fairly disclosed to Redx or Jounce (as applicable) (or its respective officers, employees, agents or advisers) in writing prior to the date of this Announcement, including (but not limited to): (a) in connection with any management presentation or individual diligence calls in connection with the Business Combination which was attended by Redx or Jounce (as applicable) (or any of their respective officers, employees, agents or advisers in their capacity as such); or (b) via the virtual data room operated on behalf of Redx or Jounce (as applicable) in respect of the Business Combination
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Effective
in the context of the Business Combination:
(a)    if the Business Combination is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or
(b)    if the Business Combination is implemented by way of a Takeover Offer, such Takeover Offer having been declared and become unconditional in accordance with the Code
Effective Datethe date on which either (i) the Scheme becomes effective in accordance with its terms or; if Jounce elects, and the Panel consents, to implement the Business Combination by way of a Takeover Offer (as defined in Chapter 3 of Part 28 of the Companies Act), the date on which such Takeover Offer becomes or is declared unconditional
Elected Mergerany merger by an Electing Merger Participant in accordance with the Merger Steps
Electing Merger ParticipantRedx Shareholders who participate in the Merger Steps in accordance with the requirements of this Announcement
Eligible Jounce Awardholdersholders of Jounce Share Awards immediately prior to completion of the Business Combination comprising vested options
Enlarged Groupthe combined Redx Group and Jounce Group following completion of the Business Combination
Exchange Ratiothe ratio of 0.2105 Jounce Shares for each Redx Share in the event that the Reverse Stock Split is not implemented prior to completion of the Business Combination or 0.0421 Jounce Shares for each Redx Share in the event the Reverse Stock Split is implemented prior to or on completion of the Business Combination
Excluded Shares(i) any Redx Shares beneficially owned by Jounce or any member of the Jounce Group, (ii) any Redx Shares held in treasury by Redx (iii) any Redx Shares held by Excluded Shareholders and (iv) any other Redx Shares which Redx and Jounce agree will not be subject to the Scheme
Excluded ShareholdersRM3 and any other Electing Merger Participant(s)
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FCA or Financial Conduct Authoritythe Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000
Forms of Proxythe forms of proxy in connection with each of the Court Meeting and the General Meeting, which shall accompany the Scheme Document
General Meetingthe general meeting of Redx Shareholders (including any adjournment thereof) to be convened in connection with the Scheme
IFRSInternational Financial Reporting Standards
Jounce
Jounce Therapeutics, Inc., a Delaware corporation whose registered office is at 780 Memorial Drive, Cambridge, Massachusetts, 02139
Jounce Directorsthe directors of Jounce at the time of this Announcement or, where the context so requires, the directors of Jounce from time to time
Jounce GroupJounce and its subsidiary undertakings and, where the context permits, each of them
Jounce Proxy Statement
one or more preliminary proxy statements to be filed by Jounce with the SEC around the same time as the Scheme Document is sent to Redx Shareholders and a definitive proxy statement to be filed with the SEC and sent by Jounce to Jounce Shareholders following SEC review and, if applicable, commentary
Jounce Resolutionsthe resolutions to be put to Jounce Shareholders at the Jounce Special Meeting in due course in connection with the Business Combination
Jounce Share Awardsoptions to purchase Jounce Shares and/or restricted stock units with respect to Jounce Shares, as the case may be
Jounce Shareholdersthe holders of Jounce Shares at any relevant date or time
Jounce Sharesshares of Jounce common stock par value $0.001 per share
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Jounce Special Meeting
the special meeting of the Jounce Shareholders to be
convened for the purpose of considering, and, if thought fit, approving the Jounce Resolutions
Latest Practicable Datemeans 22 February 2023, being the latest practicable date prior to the publication of this Announcement
London Stock ExchangeLondon Stock Exchange plc
Long-stop Date
31 July 2023, or such later date as may be agreed by Redx and Jounce (with the Panel’s consent and as the Court may approve (if such approval(s) are required))
Mergersthe Redmile Merger together with the Elected Merger(s) (if any)
New Sharesthe new shares in Jounce to be issued to Scheme Shareholders pursuant to the Business Combination
Offer Periodthe offer period (as defined by the Code) relating to Redx, which commenced on the date of this Announcement
Opening Position Disclosurehas the same meaning as in Rule 8 of the Code
Overseas ShareholdersRedx Shareholders (or nominees of, or custodians or trustees for Redx Shareholders) not resident in, or nationals or citizens of the United Kingdom
Panelthe Panel on Takeovers and Mergers
RedmileRedmile Group, LLC
Redmile Mergerthe merger transaction between RM3 and Jounce and its affiliates in accordance with the Merger Steps
RedxRedx Pharma plc
Redx Directorsthe directors of Redx at the time of this Announcement or, where the context so requires, the directors of Redx from time to time
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Redx GroupRedx and its subsidiary undertakings and, where the context permits, each of them
Redx In the Money OptionsRedx Share Awards with an exercise price per Redx Share equal to or less than the value of the New Shares receivable by a Redx Shareholder in respect of one Redx Share as consideration for the Business Combination on the Effective Date
Redx Out of the Money OptionsRedx Share Awards other than the Redx In the Money Options
Redx Shareholders or Shareholdersthe holders of Redx Shares at any relevant date or time
Redx Share Awards
collectively, the share options granted over Redx Shares under (i) the Non-Plan Share Option Grant Notices attaching Non-Plan Option Agreement entered into between Redx and Mr Collum in respect of options over a total of 2,700,000 Redx Shares; (ii) the Redx Directors Share Option Scheme adopted by the Redx Board on 30 June 2021; (iii) the Redx All Employee Share Option Scheme adopted by the Redx Board on 25 June 2020; and (iv) the Redx Enterprise Management Incentive Scheme adopted by the Redx Board on 13 March 2015
Redx Sharesthe existing unconditionally allotted or issued and fully paid ordinary shares of 1 pence each in the capital of Redx and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective
Registrar of Companiesthe Registrar of Companies in England and Wales
Registration Rights Agreement
the registration rights agreement between the members of RM3 and Jounce related to the shares to be held by such members in Jounce
Regulatory Information Servicea service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list on the website of the London Stock Exchange
Restricted Jurisdictionany jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Business Combination is sent or made available to Redx Shareholders
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Reverse Stock Splitthe reverse stock split that Jounce intends to conduct in conjunction with the Business Combination, with a ratio of one new share for every five outstanding shares of Jounce
RM3RM Special Holdings 3, LLC an entity owned directly or indirectly by funds advised or managed by Redmile
Scheme or Scheme of Arrangementthe proposed scheme of arrangement under Part 26 of the Companies Act between Redx and the Scheme Shareholders in connection with the Business Combination, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Redx and Jounce
Scheme Documentthe document to be sent to Redx Shareholders (and persons with information rights) containing, amongst other things, the Scheme and the notices convening the Court Meeting and the General Meeting
Scheme Record Timethe time and date specified as such in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately prior to the Effective Date
Scheme Shareholdera holder of Scheme Shares at any relevant date or time
Scheme Shares
a definition to be specified in the Scheme Document, expected to be:
(a)    Redx Shares in issue as at the date of the Scheme Document;
(b)    (if any) Redx Shares issued after the date of the Scheme Document but prior to the Voting Record Time; and
(c)    (if any) Redx Shares issued at or after the Voting Record Time and before the Scheme Record Time, either on terms that the original or any subsequent holders thereof shall be bound by the Scheme, or in respect of which the holders thereof shall have agreed in writing to be, bound by the Scheme,
and, in each case (where the context requires), remaining in issue at the Scheme Record Time, but excluding Excluded Shares
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SEC

Significant Interest
U.S. Securities and Exchange Commission
in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking
SPARKSPARK Advisory Partners Limited
Takeover Offershould the Business Combination be implemented by way of a Takeover Offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Jounce to acquire the entire issued and to be issued ordinary share capital of Redx and, where the context admits, any subsequent revision, variation, extension or renewal of such takeover offer
Third Partyeach of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction
United Kingdom or UKthe United Kingdom of Great Britain and Northern Ireland
United States or USthe United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof
US Exchange Actthe United States Securities Exchange Act of 1934
Voting Record Timethe time and date to be specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined
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Wider Jounce GroupJounce and associated undertakings and any other body corporate, partnership, joint venture or person in which Jounce and all such undertakings (aggregating their interests) have a Significant Interest and
Wider Redx GroupRedx and associated undertakings (but excluding any shareholders of Redx) and any other body corporate, partnership, joint venture or person in which Redx and such undertakings (aggregating their interests) have a Significant Interest.

For the purposes of this Announcement, “subsidiary”, “subsidiary undertaking”, “undertaking” and “associated undertaking” have the respective meanings given thereto by the Companies Act.
All references to “pounds”, “pounds Sterling”, “Sterling”, “£”, “pence”, “penny” and “p” are to the lawful currency of the United Kingdom.
All references to “Euros”, “EUR” and “” are to the lawful currency of the member states of the European Union that adopt a single currency in accordance with the Treaty establishing the European Community as amended by the Treaty on the European Union.
All references to “US$”, “$” and “US Dollars” are to the lawful currency of the United States.
All the times referred to in this Announcement are London times unless otherwise stated.
References to the singular include the plural and vice versa.


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Exhibit 2.2 (1) JOUNCE THERAPEUTICS, INC. (2) REDX PHARMA PLC CO-OPERATION AGREEMENT COOLEY (UK) LLP, 22 BISHOPSGATE, LONDON EC2N 4BQ, UK T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM


 
CONTENTS Clause Page 1. Definitions and interpretation .................................................................................................... 1 2. Publication of the Announcement and the terms of the Transaction ........................................ 7 3. Undertakings in relation to satisfaction of the Conditions ......................................................... 8 4. Scheme Document .................................................................................................................... 9 5. Jounce public documents and shareholder approval ............................................................. 10 6. CVR Agreement ...................................................................................................................... 11 7. Commercially sensitive information ........................................................................................ 11 8. Redmile Merger and Shareholder Structuring ........................................................................ 11 9. Conduct of business ................................................................................................................ 11 10. Employees, share plans and Tax reporting ............................................................................ 13 11. Directors’ and officers’ insurance ............................................................................................ 14 12. Code obligations ..................................................................................................................... 14 13. Employee Benefit Matters ....................................................................................................... 15 14. Termination ............................................................................................................................. 15 15. Representations and warranties ............................................................................................. 17 16. Miscellaneous ......................................................................................................................... 17 17. Notices .................................................................................................................................... 19 18. Governing law and jurisdiction ................................................................................................ 20 The Schedule ....................................................................................................................................... 22 1. Redx Share Plans ................................................................................................................... 22 2. Jounce Share Plans ................................................................................................................ 23 3. Employment ............................................................................................................................ 25 CVR Agreement ................................................................................................................................... 26 Agreed Form Documents 1. The Announcement 2. The CVR Agreement 3. The Directors’ resignation letters


 
THIS AGREEMENT is made on 23 February 2023 BETWEEN: (1) JOUNCE THERAPEUTICS, INC. incorporated in Delaware under number 5128144 whose registered office is at 780 Memorial Drive, Cambridge, Massachusetts, 02139 (“Jounce”); and (2) REDX PHARMA PLC incorporated in England and Wales under number 07368089 whose registered office is at Block 33 Mereside, Alderley Park, Macclesfield, England, SK10 4TG (“Redx”), (each a “Party” and collectively, the “Parties”). RECITALS: (A) Jounce and Redx propose to announce a recommended all-share combination pursuant to Rule 2.7 of the Code (the “Transaction”). (B) The Transaction will be made on the terms and subject to the Conditions set out in the Announcement and this Agreement. (C) It is intended that the Transaction will be effected by means of a scheme of arrangement of Redx pursuant to Part 26 of the CA 2006 (“Scheme”) and the Redmile Merger and any similar merger transactions entered into with Electing Merger Participants. (D) The Parties have agreed to take certain steps to effect the completion of the Transaction and wish to enter into this Agreement to record their respective obligations relating to such matters. THE PARTIES AGREE: 1. Definitions and interpretation 1.1 In this Agreement: “Announcement” means the press release in the agreed form detailing the terms and conditions of the Transaction to be made pursuant to Rule 2.7 of the Code; “Business Day” means a day (other than Saturdays, Sundays and public holidays in the UK and US) on which banks are open for business in London, England and Boston, Massachusetts; “CA 2006” means the Companies Act 2006; “Clearances” means any approvals, consents, clearances, permissions, confirmations, comfort letters and waivers that may need to be obtained and waiting periods that may need to have expired, from or under any of the laws, regulations or practices applied by any Relevant Authority (or under any agreements or arrangements to which any Relevant Authority is a party), in each case that are necessary and/or expedient to satisfy one or more of the Regulatory Conditions; “Code” means the City Code on Takeovers and Mergers;


 
“Competing Proposal for Jounce” means: (a) an offer (including a partial, exchange or tender offer), merger, acquisition, dual-listed structure, scheme of arrangement and/or business combination (or the announcement of a firm intention to do the same), the purpose of which is to acquire 20% or more of the issued or to be issued ordinary share capital of Jounce (when aggregated with the shares already held by the competing offeror and any person acting in concert with the competing offeror) or any arrangement or series of arrangements which results in any party acquiring ‘control’ (as defined in the Code) of Jounce; (b) the acquisition of all or a significant proportion (being 20% or more) of the business, assets and/or undertakings of the Jounce Group and/or its value taken as a whole; (c) a demerger, any material reorganisation and/or liquidation involving the Jounce Group or a significant portion (being 20% or more) of it taken as a whole; or (d) any other transaction which would be alternative to, or inconsistent with, or would be reasonably likely materially to preclude, impede or delay or prejudice the implementation of the Transaction including any licensing transaction, in each case which is not effected by Redx (or a person acting in concert with Redx), whether implemented in a single transaction or a series of transactions and whether conditional or not. Notwithstanding the foregoing, a Competing Proposal for Jounce shall not include the entry into the Redmile Merger Agreement, any merger agreement with an Electing Merger Participant or the taking of any steps pursuant to the Redmile Merger or any merger with an Electing Merger Participant; “Competing Proposal for Redx” means: (a) an offer (including a partial, exchange or tender offer), merger, acquisition, dual-listed structure, scheme of arrangement and/or business combination (or the announcement of a firm intention to do the same), the purpose of which is to acquire 20% or more of the issued or to be issued ordinary share capital of Redx (when aggregated with the shares already held by the competing offeror and any person acting in concert with the competing offeror) or any arrangement or series of arrangements which results in any party acquiring ‘control’ (as defined in the Code) of Redx; (b) the acquisition of all or a significant proportion (being 20% or more) of the business, assets and/or undertakings of the Redx Group and/or its value taken as a whole; (c) a demerger, any material reorganisation and/or liquidation involving the Redx Group or a significant portion (being 20% or more) of it taken as a whole; or (d) any other transaction which would be alternative to, or inconsistent with, or would be reasonably likely materially to preclude, impede or delay or prejudice the implementation of the Transaction including any licensing transaction, in each case which is not effected by Jounce (or a person acting in concert with Jounce), whether implemented in a single transaction or a series of transactions and whether conditional or not;


 
“Conditions” means the terms and conditions to the implementation of the Scheme as set out in the Announcement, as may be amended by Jounce with the consent of the Panel (and, for so long as the Scheme is unanimously recommended by the board of directors of Redx Board, with the consent of Redx); “Confidentiality Agreement” means the mutual confidentiality agreement between Jounce and Redx dated 14 January 2023; “Court” means the High Court of Justice in England and Wales; “Court Meeting” means the meeting of holders of Redx Shares participating in the Scheme convened by direction of the Court pursuant to section 896 of the CA 2006 to consider and, if thought fit, approve the Scheme, including any adjournment, postponement or reconvention of such meeting; “Court Order” means the order of the Court sanctioning the Scheme under section 899 of CA 2006; “CVR Agreement” means the contingent value rights agreement to be entered into by Jounce in substantially the form attached in Appendix I hereto, with such changes as mutually agreed by the parties, acting reasonably; “Effective Date” means the date upon which the Scheme becomes effective in accordance with its terms; “Electing Merger Participants” has the meaning given in the Announcement; “FCA” means the Financial Conduct Authority of the UK, the statutory regulator under FSMA 2000; “FSMA 2000” means the Financial Services and Markets Act 2000, as amended; “HMRC” His Majesty’s Revenue & Customs in the UK; “Instrument of Transfer” has the meaning given to it in clause 4.3; “Interim Jounce Employee Plan” means that certain Schedule provided by Jounce to Redx on or prior to the date hereof in a form approved by Redx setting forth certain employment actions that Jounce may take prior to the Effective Date. “IRC” means the United States Internal Revenue Code of 1986, as amended; “Jounce Adverse Recommendation Change” means: (a) any failure to include the Jounce Board Recommendation in the Jounce Proxy Statement; (b) any announcement by Jounce that it will not file the Jounce Proxy Statement with the SEC and/or convene the Jounce Special Meeting; or (c) any withdrawal or qualification of the Jounce Board Recommendation; “Jounce Board” means the board of directors of Jounce from time to time;


 
“Jounce Board Recommendation” means a unanimous recommendation from the Jounce Board that the Jounce Shareholders vote in favour of the Jounce Resolutions at the Jounce Special Meeting; “Jounce Group” means Jounce and its subsidiary undertakings; “Jounce Proxy Statement” means the proxy statement to be filed with the SEC and dispatched to the Jounce Shareholders in connection with the Transaction and convening the Jounce Special Meeting; “Jounce Resolutions” the resolutions to be put to Jounce Shareholders at the Jounce Special Meeting in due course in connection with the Transaction; “Jounce Shareholders” means the holders of Jounce Shares from time to time; “Jounce Shares” means the common stock par value $0.001 in the capital of Jounce; “Jounce Share Plans” means collectively, (i) the Jounce Therapeutics, Inc. 2017 Stock Option and Incentive Plan and (ii) the Jounce Therapeutics, Inc. 2013 Stock Option and Grant Plan, (iii) the Jounce Therapeutics, Inc. Employee Stock Purchase Plan, in each case, as may be amended from time to time, and (iv) any inducement award providing for an option to purchase Jounce Shares; “Jounce Special Meeting” means the special meeting of the Jounce Shareholders (and any adjournment thereof) to be convened for the purpose of considering, and, if thought fit, approving, the Jounce Resolutions; “Long Stop Date” means 31 July 2023 or such later date as may be agreed in writing by Jounce and Redx (with the Panel’s consent and as the Court may approve (if such approval is required)); “Mergers” means the Redmile Merger and any similar merger transactions entered into with Electing Merger Participants; “Nasdaq” means the Nasdaq Global Select Market; “New Shares” means the common stock in the capital of Jounce to be issued to the Redx Shareholders as part of the consideration for the Transaction; “Panel” means the UK Panel on Takeovers and Mergers; “Redmile Merger” means the merger transaction between RM3 and Jounce and its affiliates to be effected pursuant to the Redmile Merger Agreement; “Redmile Merger Agreement” means the merger agreement between RM3, Jounce and a wholly-owned affiliate of Jounce dated on or around the date of this Agreement in respect of the Redmile Merger; “Redx Adverse Recommendation Change” means: (a) any failure to include the Redx Board Recommendation in the Scheme Document; (b) except as contemplated in this Agreement, any announcement by Redx that it will not convene the Court Meeting or the Redx General Meeting


 
and/or will not apply to the Court to sanction the Scheme; or (c) any withdrawal or qualification of the Redx Board Recommendation; “Redx Board” means the board of directors of Redx from time to time; “Redx Board Recommendation” means a unanimous recommendation from the Redx Directors to Redx Shareholders in respect of the Transaction to vote in favour of the shareholder resolutions at the Redx General Meeting and the Court Meeting; “Redx General Meeting” means the general meeting of the Redx shareholders (and any adjournment thereof) to be convened in connection with the Scheme for the purpose of considering and, if thought fit, approving, the shareholder resolutions necessary to enable Jounce to implement the Transaction; “Redx Group” means Redx and its subsidiary undertakings; “Redx In the Money Options” means Redx Options granted under the Redx Share Plans with an exercise price per Redx share equal to or less than the value of the New Shares receivable by a Redx Shareholder in respect of one Redx Share as consideration for the Transaction on the Effective Date; “Redx Out of the Money Options” means Redx Options granted under the Redx Share Plans other than the Redx In the Money Options; “Redx Shareholders” means the holders of Redx Shares from time to time; “Redx Share Plans” means collectively (i) Non-Plan Share Option Grant Notices attaching Non-Plan Option Agreement entered into between Redx and Mr Collum in respect of options to acquire a total of 2,700,000 Redx Shares; (ii) the Redx Directors Share Option Scheme adopted by the Redx Board on 30 June 2021; (iii) the Redx All Employee Share Option Scheme adopted by the Redx Board on 25 June 2020; and (iv) the Redx Enterprise Management Incentive Scheme adopted by the Redx Board on 13 March 2015; “Redx Shares” means the ordinary shares of £0.01 each in the capital of Redx; “Regulatory Conditions” means the Conditions set out in paragraphs 3(c) to 3(f) (inclusive) of Appendix 1 to the Announcement; “Regulatory Information Service” means any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements; “Relevant Authority” means any central bank, ministry, governmental, quasi-governmental (including the European Union), supranational, statutory, regulatory or investigative body or authority (including any national or supranational anti-trust or merger control authority, any sectoral ministry or regulator and any foreign investment review body), national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), any entity owned or controlled by them, any private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body in any jurisdiction;


 
“RM3” means RM Special Holdings 3, LLC; “Scheme” has the meaning given in recital (C); “Scheme Court Hearing” means the hearing by the Court to sanction the Scheme; “Scheme Document” means the circular in respect of the Scheme addressed to, among others, Redx Shareholders containing, among other things, a copy of the Scheme and the notice of the Court Meeting and the Redx General Meeting; “SEC” means the U.S. Securities and Exchange Commission; “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; “subsidiary undertaking” means a ‘subsidiary undertaking’ as defined by section 1162 and Schedule 7 of the CA 2006; “Taxation” or “Tax” means all forms of taxation whenever created or imposed and whether of the United Kingdom or elsewhere, and without prejudice to the generality of the foregoing, includes income tax, capital gains tax, corporation tax, advance corporation tax, stamp duty, stamp duty land tax, stamp duty reserve tax, withholding tax, rates, value added tax, sales tax, customs and excise duties, inheritance tax, national insurance contributions and any other taxes, levies, contributions, duties or imposts similar to, replaced by or replacing any of them and all penalties, charges, fines and interest included in or relating to any tax assessment therefor, regardless of to whom any such taxes, penalties, charges and fines are, and any interest is, directly or indirectly chargeable or attributable or primarily chargeable or attributable; “Transaction” has the meaning given in recital (A); and “Treasury Regulations” means the regulations promulgated under the IRC. 1.2 In this Agreement: (a) a reference to ‘this Agreement’ includes its Schedules, which form part of this Agreement; (b) a reference to ‘this Agreement’, any specified clause in this Agreement, any other document or any specified clause in any other document is to this Agreement, that document or the specified clause in all cases as duly varied or novated from time to time in accordance with its terms; (c) a reference to a ‘clause’, Schedule or appendix is to a clause, schedule or appendix to this Agreement and a reference in a Schedule to a ‘paragraph’ or a ‘part’ is a reference to a paragraph or part of the relevant Schedule; (d) a reference to a Party includes that Party’s personal representatives, successors and permitted assigns; (e) a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality);


 
(f) a reference to a gender includes each other gender; (g) words in the singular include the plural and vice versa; (h) any time or date shall be construed as a reference to the time or date prevailing in England; (i) any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; (j) a reference to any books, records or other information includes any such information recorded or held in hard copy form, electronically, magnetically, on film, on microfilm or any other form; (k) a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form; (l) a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted or consolidated from time to time except to the extent that (other than in respect to any Tax legislation or legislative provision) any such amendment, extension or re-enactment would increase or alter the liability of a Party under this Agreement; (m) a reference to legislation (including retained direct EU legislation) includes all subordinate legislation made from time to time under that legislation or which amends such legislation; and (n) a reference to ‘agreed form’ means a document in a form agreed between the Parties prior to or as at the date of this Agreement and where such document is not entered into on the date of this Agreement, with such amendments as the Parties may subsequently agree. 2. Publication of the Announcement and the terms of the Transaction 2.1 The obligations of the Parties under this Agreement, other than this clause 2.1 and clauses 16 to 18 (inclusive), shall be conditional on the release of the Announcement via a Regulatory Information Service at or before 7.30 am on the date of this Agreement, or such other time and date as the Parties may agree (and, where required by the Code, approved by the Panel). 2.2 The terms of the Transaction shall be as set out in the Announcement, together with such other terms as may be agreed by the Parties in writing (save in the case of an improvement for Redx Shareholders to the terms of the Transaction, which will be at the absolute discretion of Jounce) and, where required by the Code, approved by the Panel. The terms of the Transaction at the date of posting of the Scheme Document shall be set out in the Scheme Document.


 
3. Undertakings in relation to satisfaction of the Conditions 3.1 Jounce shall use its reasonable endeavours to secure the Clearances and satisfy the Regulatory Conditions as soon as is reasonably practicable and, in any event, by the Long Stop Date. 3.2 Jounce and Redx shall co-operate with each other in good faith and, subject to clause 7, provide each other with all reasonable information, assistance and access in a timely manner in order to allow Jounce, or Jounce and Redx jointly, or Redx, as may be required, to make any filings with the Relevant Authorities as are necessary in connection with the Clearances, taking into account all applicable waiting periods and to ensure that all information necessary for the making of (or responding to any requests for further information consequent upon) any such filings (including draft versions) is supplied accurately and promptly. 3.3 Jounce shall be responsible for determining the strategy for obtaining the Clearances and (except where Redx is required by law to do so) contacting and corresponding with the Relevant Authorities in relation to such Clearances. To the extent that Redx is contacted by a Relevant Authority, it shall permit Jounce to respond to that Relevant Authority (unless Redx is required by law to provide the response). 3.4 Without prejudice to the generality of clause 3.2, and except to the extent that to do so is prohibited by law: (a) Jounce, or Jounce and Redx jointly, or Redx, as may be required, will submit a notification to each Relevant Authority as soon as is reasonably practicable after the signing of this Agreement and within any applicable mandatory time periods where it is necessary or expedient to do so to obtain the Clearances; (b) Jounce and Redx shall closely co-operate in the preparation of all such filings referred to in this clause 3 and in relation to the preparation of any other submissions, material correspondence or material communications to any Relevant Authority in connection with the Clearances; (c) subject to clause 7, each Party shall provide, or procure the provision of, draft copies of all filings, submissions, material correspondence and material communications intended to be sent to any Relevant Authority in relation to obtaining any Clearances to the other Party and its legal advisers at such time as will allow the receiving Party a reasonable opportunity to provide comments on such filings, submissions, correspondence and communications before they are submitted, sent or made and each Party shall provide the other Party with copies of all such filings, submissions, material correspondence and material communications in the form finally submitted or sent (including, in the case of non-written communications, reasonably detailed summaries of material non-written communications); (d) each Party shall have regard in good faith to comments made in a timely manner by the other Party on draft copies of filings, submissions, material correspondence and material communications provided pursuant to clause 3.4(c); (e) each Party shall notify each other, and provide copies (including, in the case of non- written communications, reasonably detailed summaries of material non-written


 
communications), in a timely manner of any material communication or material correspondence from any Relevant Authority in relation to obtaining any Clearance. Each Party further agrees to keep the other Party reasonably informed as to the progress of any notification submitted pursuant to clause 3.4(a) and shall reasonably consider requests by the other Party or its advisers to attend all meetings or material calls with any Relevant Authority or other persons or bodies (unless prohibited by the Relevant Authority, applicable law or other person or body or where commercially sensitive information is likely to be discussed at such meetings or on such calls) relating to obtaining any Clearance and requests to make oral submissions at such meetings or calls; and (f) where reasonably requested by a Party, and insofar as permitted by the Relevant Authority, the other Party shall make available appropriate representatives for meetings and calls with any Relevant Authority in connection with the obtaining of any Clearances. 3.5 Each Party undertakes to keep the other informed promptly of developments which are material or reasonably likely to be material to the obtaining of a Clearance and the satisfaction of the Regulatory Conditions. 4. Scheme Document 4.1 Jounce agrees to provide promptly to Redx all such information about itself, its directors and the Jounce Group (including any information required under applicable law or the Code regarding the intentions of Jounce, quantified financial benefits statements and any public reports required by the Code on quantified financial benefits statements) as may be reasonably requested and which is required for the purpose of inclusion in the Scheme Document and to provide all other assistance and access which may be reasonably required for the preparation of the Scheme Document and any other document required by applicable law or under the Code to be published in connection with the Scheme, including access to, and ensuring that reasonable assistance is provided by, its professional advisers. 4.2 Jounce shall procure that its directors accept responsibility for all of the information in the Scheme Document relating to themselves (and members of their immediate families, related trusts and persons connected with them), the Jounce Group, the financing of the Transaction, any statements of the opinion, belief or expectation of the directors of Jounce in relation to the Transaction or the enlarged group of Jounce following the completion of the Transaction (the “Enlarged Group”) and any other information in the Scheme Document for which an offeror is required to accept responsibility. 4.3 Jounce agrees that the transfer of Redx Shares to Jounce pursuant to the Scheme shall be effected by means of a form of transfer or other instrument or instruction or document of transfer specified in the Scheme Document (“Instrument of Transfer”), and, in order to give effect to such acquisition, any person may be appointed by Redx, as attorney and/or agent and shall be authorised pursuant to the Scheme as such attorney and/or agent on behalf of any relevant Redx Shareholder(s) to execute and deliver (as transferor) an Instrument of Transfer. 4.4 Jounce shall use all reasonable endeavours to procure that the Court Order shall not be subject to United Kingdom stamp duty or stamp duty reserve tax that may be payable in connection


 
with the transfer of Redx Shares to Jounce pursuant to the Scheme and shall, as soon as reasonably practicable after the date of this Agreement and in any event, at least 10 Business Days prior to the Scheme Court Hearing, submit a clearance application to HMRC seeking confirmation that the Court Order shall not be subject to United Kingdom stamp duty or stamp duty reserve tax on the basis that the Court Order will not be the principal instrument of transfer (and in connection therewith, provide an undertaking to His Majesty’s Revenue & Customs that Jounce will pay all applicable UK stamp duty (if any) on the Instrument of Transfer). Jounce shall provide a draft of any correspondence proposed to be submitted to HMRC in respect of such obligation to Redx for comment at least three Business Days prior to submission and incorporate all reasonable comments made by Redx and shall promptly provide Redx with copies of all correspondence received from HMRC in respect of the same. 5. Jounce public documents and shareholder approval 5.1 Jounce shall provide, or procure the provision of, working draft copies of the Jounce Proxy Statement to Redx (and/ or its advisers) at such time as will allow Redx (and/or its advisers) reasonable notice of, and reasonable opportunity to review and comment on, such drafts and Jounce (and/or its advisers) shall in good faith consider all comments reasonably and promptly proposed by Redx (and/or its advisers) before such drafts are submitted or sent to the SEC or any other Relevant Authority or published in final form and, where practicable, Jounce shall promptly notify Redx (and/or its advisers) of any material comments received from the SEC or any other Relevant Authority in relation to the Jounce Proxy Statement. 5.2 The Jounce Proxy Statement shall contain the Jounce Board Recommendation, unless the Jounce Board has determined in good faith that including an Jounce Board Recommendation would reasonably be expected to be inconsistent with any of the respective fiduciary duties of Jounce’s directors. 5.3 Redx agrees to provide promptly to Jounce, to the standard that is required for Jounce to meet its obligations in relation to applicable law, the relevant SEC rules, regulations and stock exchange requirements, such information about itself, its directors and the Redx Group as may be reasonably requested and which is required for the purpose of inclusion in the Jounce Proxy Statement and to provide all other assistance and access which may be reasonably required for the preparation of the Jounce Proxy Statement, including access to, and ensuring that reasonable assistance is provided by, its professional advisers, or in response to SEC commentary or queries. 5.4 Jounce shall use reasonable endeavours to ensure that the Jounce Proxy Statement is filed with the SEC in accordance with the timetable agreed between the Parties in writing from time to time and shall convene the Jounce Special Meeting for the same date as the Court Meeting and the Redx General Meeting (or such later date as may be agreed by both Parties in writing). 5.5 After the posting of the Jounce Proxy Statement and before the Jounce Special Meeting, Jounce shall keep Redx informed, on a regular basis (and, in addition, as soon as reasonably practicable following a request from Redx), of the number and content of proxy votes received in respect of the Jounce Resolutions. 5.6 Subject to the approval of the Jounce Resolutions at the Jounce Special Meeting and the Scheme becoming effective in accordance with its terms, Jounce shall use all reasonable


 
endeavours to cause all New Shares to be issued to the Redx Shareholders pursuant to the Transaction to be approved for listing on Nasdaq in accordance with the timetable and terms set out in the Announcement. 5.7 Jounce shall use reasonable endeavours to cause all New Shares which are to be issued to the Redx Shareholders upon the Scheme becoming effective to be issued in reliance on the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof or other applicable and available registration exemptions pursuant to the Securities Act, as agreed to between Jounce and Redx. 6. CVR Agreement 6.1 Jounce shall identify and appoint a third party rights agent and holder representative for the purposes of the CVR Agreement (the “Rights Agent”) and ensure that such Rights Agent is engaged as soon as reasonably practicable following the date of this Agreement and prior to the circulation of the Scheme Document. 6.2 Jounce shall deliver a duly executed CVR Agreement prior to or on completion of the Transaction. 7. Commercially sensitive information Nothing in this Agreement shall require any Party to provide or disclose to the other Parties or any of their respective advisers, any information: 7.1 that is commercially or competitively sensitive and has not previously been disclosed to the other Parties; 7.2 in circumstances that would result in the loss or waiver of any privilege that subsists in relation to such information (including legal privilege); or 7.3 in circumstances that would result in that Party being in breach of a material contractual obligation, and any such information shall be provided or disclosed to the other Parties’ legal counsel (and to the extent reasonably necessary, its other advisers) on an ‘external advisers only’ basis (in accordance with the requirements of Practice Statement No. 30 published by the Panel), with a non-confidential version of any relevant filing, notification, submission or communication being provided to the other Parties. 8. Redmile Merger and Shareholder Structuring Jounce shall take all steps required in order to diligence and implement a bona fide request from an eligible Redx Shareholder to transfer its shares in Redx to Jounce via a merger structure as set out in further detail at and required pursuant to paragraph 5 of the Announcement. 9. Conduct of business 9.1 Subject to clause 9.2 and/or 9.3 or pursuant to the Jounce Share Plans and the award agreements thereunder as in effect on the date hereof, except as expressly contemplated by


 
this Agreement (including but not limited to clause 6 and the Interim Jounce Employee Plan) or the Announcement, as consented to in writing by Redx and the Majority Holder(s) (as such term is defined under the Merger Agreements) or as required by applicable law or regulation, prior to the earlier of (i) the Effective Date; or (ii) a Redx Adverse Recommendation Change, Jounce shall not, and shall procure that no member of the Jounce Group shall: (a) authorise or pay any dividends on or make any distribution in cash or otherwise with respect to its shares, except that it may pay dividends and other distributions with respect to a record date after the Effective Date (so that if the Transaction is completed, the New Shares rank for participation in such dividends and other distributions rateably and equally with all other New Shares then in issue); (b) allot or issue any shares or any securities convertible into or exchangeable for any shares, or grant any rights, warrants or options to acquire any such shares or any such securities other than with respect to the issuance of Jounce Shares upon the exercise or vesting of equity awards under the Jounce Share Plans that are outstanding on the date hereof; (c) consolidate, subdivide or reclassify any of its shares, in any manner that would have an adverse impact on the value of the New Shares; (d) directly or indirectly, repurchase, redeem or otherwise acquire, cancel or reduce, any of its shares or any rights, warrants or options to acquire such shares, it being expressly agreed that Jounce may take actions (including accelerating vesting) with respect to outstanding restricted stock unit awards under the Jounce Share Plans pursuant to the terms of any contract, arrangement, or agreement in place as of the date hereof; (e) adopt a plan of complete or partial liquidation or dissolution of Jounce; (f) extend any offers of employment or consultancy or engage any new employees or consultants or materially change the terms, remuneration or benefits of any existing employee or consultant; provided that Jounce (i) shall, ahead of the Effective Date, implement the terminations of employment discussed with and on the terms and conditions disclosed to Redx prior to the date of this Agreement as set out in the Interim Jounce Employee Plan and (ii) may request services under consultancy agreements as provided for and subject to the conditions set out in the Interim Jounce Employee Plan; (g) amend its constitutional documents in any manner that would have a material adverse impact on the value of the New Shares; or (h) agree or commit to do any of the foregoing. 9.2 The restrictions contained in clauses 9.1(a) to 9.1(d) shall not apply to any transaction or arrangement between, one member of the Jounce Group and another member of the Jounce Group, in each case including Jounce. 9.3 The restrictions contained in clause 9 shall not apply to any distribution of those rights issued pursuant to the CVR Agreement.


 
9.4 Jounce further agrees to provide Redx with all such assistance as is reasonably requested by Redx following the date of the Announcement up to completion of the Transaction to enable Redx to prepare for the integration of Jounce and Redx, subject in all cases to applicable law, including but not limited to: (i) granting representatives of Redx reasonable access to Jounce executives and personnel; and (ii) requesting services from the consultants that are engaged by Jounce following a request from Redx. 10. Employees, share plans and Tax reporting 10.1 The Parties agree that the provisions of the Schedule to this Agreement shall apply with respect to the Redx Share Plans and the Jounce Share Plans. 10.2 Redx and Jounce agree the timetable for the Transaction’s implementation shall be fixed so as to enable any relevant Redx Options which provide for exercise and/or vesting on or before the sanction of the Scheme by the Court to be exercised or vest in sufficient time to enable the resulting Redx Shares to be bound by the Scheme on the same terms as the Redx Shares held by the Redx Shareholder. 10.3 It is the intention of the Parties that, for U.S. federal income tax purposes: (i) the Redmile Merger will constitute an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the IRC, (ii) the share for share exchange occurring pursuant to the Scheme will qualify as a “reorganization” within the meaning of Section 368(a) of the IRC and (iii) each of the Redmile Merger Agreement (with respect to the reorganization described in sub-clause (i)) and the Scheme (with respect to the reorganization described in sub-clause (ii)), respectively, constitutes a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the Treasury Regulations (clauses (i), (ii) and (iii), collectively, the “Intended Tax Treatment”). Unless otherwise required by a “determination” within the meaning of Section 1313(a) of the IRC (or a similar determination under applicable state or local Law), the Parties shall file all U.S. federal, state and local tax returns in a manner consistent with the Intended Tax Treatment, and no Party shall take or cause another to take a position or action inconsistent with such treatment, or fail to take, or knowingly fail to cause another to take, a position or action, where the failure to take such position or action is inconsistent with such treatment. 10.4 Each Party intends to adopt this Agreement as a plan of reorganization within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the Treasury Regulations. The Parties also agree and intend that the Redmile Merger and the share for share exchange occurring pursuant to the Scheme constitute an integrated acquisition of the stock of Redx solely for voting stock of Jounce in a series of transactions taking place over a relatively short period of time, as described in Section 1.368-2(c) of the Treasury Regulations. 10.5 It is the intention of the Parties that the Scheme will include a statement reflecting that the parties adopt the Scheme as a “plan of reorganization” as contemplated by clauses 10.3 and 10.4. 10.6 Jounce shall only be entitled to deduct and withhold from the delivery of any consideration deliverable to the Redx Shareholders for the Redx Shares such Tax amounts as may be required to be deducted or withheld therefrom under any applicable law. Jounce shall seek to make payment arrangements in respect of the settlement of such consideration (including through the use of appropriate agents), that will, to the extent legally possible, minimise both


 
the amount of, and the administrative burdens associated with, such deduction or withholding. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes as having been paid to the person to whom such amounts would otherwise have been paid. Any amount deducted or withheld by Jounce under this clause 10.6 will be remitted to the Relevant Authority within the time limits imposed by applicable law. 10.7 Redx Shareholders will not receive any consideration for the Redx shares other than the New Shares and the consideration for the Redmile Merger is limited to New Shares. Any amount deducted or withheld pursuant to clause 10.6 shall be treated for United States federal income tax purposes as the delivery of New Shares to the person with respect to whom such deduction or withholding has been required, which New Shares are then used to satisfy such a deduction or withholding obligation not as a payment of cash or cash equivalents to or on behalf of the payee to satisfy such obligations. 11. Directors’ and officers’ insurance 11.1 If and to the extent such obligations are permitted by law, for six years after the Effective Date, Jounce shall procure that the members of the Redx Group and the Jounce Group honour and fulfil their respective obligations (if any) existing as at the date of this Agreement to indemnify their respective directors and officers and to advance expenses, in each case with respect to matters existing or occurring at or prior to the Effective Date. 11.2 With effect from completion of the Transaction, Jounce shall procure the provision of directors’ and officers’ liability insurance cover for both current and former directors and officers of the Redx Group and the Jounce Group, including directors and officers who retire or whose employment is terminated as a result of the Transaction, for acts and omissions up to and including the Effective Date, in the form of runoff cover for a period of six years following the Effective Date (provided the cost of such cover does not exceed three times (3x) the cost of the annual premium for existing directors’ and officers’ insurance cover in place in the Redx Group or the Jounce Group (as the case may be) as at the date of this Agreement). Such insurance cover shall be with reputable insurers and provide cover, in terms of amount and breadth, at least as much as that provided under the Redx Group’s and/or the Jounce Group’s (as the case may be) directors’ and officers’ liability insurance as at the date of this Agreement, or if the cost would exceed said three times (3x), as much as can be purchased for three times (3x). 11.3 With effect from completion of the Transaction, Jounce shall make its reasonable commercial efforts to receive resignation letters as applicable in the agreed form from any of its directors that will no longer serve in any such capacity in Jounce following and as a result of the Transaction. 12. Code obligations 12.1 Nothing in this Agreement shall in any way limit the Parties’ obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms. 12.2 The Parties agree that if the Panel determines that any provision of this Agreement that requires Redx to take or not to take any action, whether as a direct obligation or as a condition to any other person’s obligation (however expressed), is not permitted by Rule 21.1 of the Code, that provision shall have no effect and shall be disregarded.


 
12.3 Nothing in this Agreement shall oblige: (a) Redx to take any action which the Panel determines would not be permitted by Rule 21.2 of the Code; (b) Redx or the Redx Board to recommend a Scheme or any other transaction proposed by Jounce or any member of the Jounce Group; or (c) Jounce or the Jounce Board to recommend the Transaction. 13. Employee Benefit Matters 13.1 During the period beginning on the Effective Date and ending on the earlier of (A) the first (1st) anniversary of the Effective Date or (B) for any employee, the date of termination of employment of such relevant employee, Jounce Group shall provide employees who remain employed by Jounce following the Effective Date with (i) annual base compensation or base hourly wage rates, target cash bonus opportunities (other than change-in-control, retention, transaction, and equity related bonus opportunities), and severance benefits that are no less favorable than those provided to such employees immediately prior to the Effective Date, and (ii) employee benefits (other than severance, defined benefit plan, non-qualified deferred compensation, post-retirement health or welfare, equity or equity-based, change in control, transaction, and retention benefits ) that are in the aggregate equal to or greater than either, as elected by Jounce in its sole discretion, (x) the employee benefits that are provided by Jounce Group to similarly situated employees of Jounce Group as of the date hereof or (y) the employee benefits that are provided by Redx to similarly situated employees of Redx Group 13.2 Nothing contained herein, express or implied, is intended to confer upon any employee or other service provider of Jounce any right to continued employment or service for any period or continued receipt of any specific employee benefit, or shall constitute an establishment of, or amendment to or any other modification of any benefit or compensation plan of Jounce, Redx, or any of their respective Affiliates. No employee or service provider of Jounce (including any beneficiary or dependent thereof) shall be regarded for any purpose as a third-party beneficiary of this Agreement by virtue of this pursuant to this clause 13 and this clause 13 shall not create such rights in any such person. Nothing in this clause 13 shall be deemed to limit the right of Jounce, Redx, or any of their respective Affiliates to terminate the employment or service of any employee or other service provider at any time. 14. Termination 14.1 Subject to clauses 14.2 and 14.3, this Agreement shall terminate with immediate effect and all rights and obligations of the Parties under this Agreement shall cease forthwith, as follows: (a) if agreed in writing between the Parties; (b) upon service of written notice by Jounce to Redx, if a Jounce Adverse Recommendation Change occurs; (c) upon service of written notice by Redx to Jounce, if a Jounce Adverse Recommendation Change occurs;


 
(d) automatically on the date on which a Redx Adverse Recommendation Change occurs; (e) upon service of written notice by Jounce to Redx, if: (i) the Court Meeting is not held on or before the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the Parties with the consent of the Panel and the approval of the Court (if such approval is required)); or (ii) the Scheme Court Hearing is not held on or before the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the Parties with the consent of the Panel and the approval of the Court (if such approval is required)); (f) upon service of written notice by Jounce to Redx prior to the Long Stop Date stating that either: (i) any Condition which has not been waived is (or has become) incapable of satisfaction by the Long Stop Date and, notwithstanding that it has the right to waive such Condition, Jounce will not do so; or (ii) any Condition which is incapable of waiver has become incapable of satisfaction by the Long Stop Date, in each case in circumstances where the invocation of the relevant Condition (or confirmation that the Condition is incapable of satisfaction, as appropriate) is permitted by the Panel; (g) upon service of written notice by Jounce to Redx, if a Competing Proposal for Redx is (i) recommended by the Redx Board or (ii) completes, becomes effective or is declared or becomes unconditional; (h) upon service of written notice by Redx to Jounce, if a Competing Proposal for Jounce is (i) recommended by the Jounce Board or (ii) completes, becomes effective or is declared or becomes unconditional; (i) if the Scheme is withdrawn or lapses in accordance with its terms prior to the Long Stop Date and with the permission of the Panel (other than where Jounce confirms to Redx in writing that it is otherwise to be followed within five Business Days by an announcement under Rule 2.7 of the Code made by Jounce or a person acting in concert with Jounce to implement the Transaction by a different scheme on substantially the same (but not less favourable) or improved terms); (j) if the Effective Date has not occurred by the Long Stop Date; or (k) on completion of the Transaction. 14.2 Termination of this Agreement shall be without prejudice to the rights of any of the Parties which have arisen at or prior to termination, including any claim in respect of a breach of this Agreement.


 
14.3 The whole of this clause 14.3, clause 11 (but only in circumstances where this Agreement is terminated on or after the Effective Date), and clauses 16 to 18 (inclusive) shall survive termination of this Agreement. 15. Representations and warranties 15.1 Each Party represents and warrants to the other Party on the date of this Agreement that: (a) it has the requisite power and authority to enter into and perform its obligations under this Agreement; (b) this Agreement constitutes its legal, valid and binding obligations in accordance with its terms; and (c) the execution and delivery of, and performance of its obligations under, this Agreement will not: (i) result in any breach of any provision of its constitutional documents; (ii) result in a breach of, or constitute a default under, any instrument to which it is a Party or by which it is bound; or (iii) result in a breach of any order, judgment, or decree of any court or governmental agency to which it is a Party or by which it is bound. 16. Miscellaneous 16.1 Variation No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed (as the case may be) by or on behalf of each Party. 16.2 Severability (a) If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected. (b) If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. 16.3 Waiver, rights and remedies (a) No failure, delay or omission by either Party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.


 
(b) The rights and remedies provided for in this Agreement are cumulative and not exclusive of any other rights or remedies, whether provided by law or otherwise. (c) No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy. (d) A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving Party, and then only in the instance and for the purpose for which it is given. (e) Without prejudice to any other rights or remedies that the other Party may have, each Party acknowledges and agrees that damages may not be an adequate remedy for any breach by it of this Agreement and that accordingly the other Party may be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Agreement by any Party and no proof of special damages shall be necessary for the enforcement by any Party of the rights under this Agreement. 16.4 No partnership No provision of this Agreement creates a partnership between the Parties or makes a Party the agent of the other Party for any purpose. A Party has no authority or power to bind, to contract in the name of, or to create a liability for the other Party in any way or for any purpose. 16.5 Further assurance Each of the Parties shall, at its own cost and expense use its reasonable endeavours to perform all acts, and sign, execute and deliver all deeds and documents, as may be reasonably required for the purpose of giving full effect to this Agreement. 16.6 Rights of third parties (a) The persons in whose favour the undertaking given in clause 11 is made shall be entitled to enforce the terms of such undertaking. (b) RM3 may enforce the rights set forth in clause 9.1 of this Agreement. (c) Except as set out in sub-clauses (a) and (b) above, a person who is not a Party to this Agreement shall not be entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise. This does not affect any right or remedy of such a person that exists or is available apart from the Contracts (Rights of Third Parties) Act 1999. (d) The Parties to this Agreement may terminate or rescind this Agreement, or agree to any variation, waiver or settlement in connection with it, without the consent of any third Party, whether or not it extinguishes or alters any entitlement he may have under his right to enforce any of the provisions of this Agreement. 16.7 Assignment


 
Neither Party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other’s prior written consent. 16.8 Entire agreement (a) Save for the Confidentiality Agreement, this Agreement constitutes the entire agreement between the Parties relating to the Transaction and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter. (b) Each Party acknowledges that it has not entered into this Agreement or the Confidentiality Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or the Confidentiality Agreement, except in the case of fraud, fraudulent misrepresentation or misstatement. No Party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement. 16.9 Time of the essence Each time, date or period referred to in this Agreement (including any time, date or period varied by the Parties) is of the essence. 16.10 Counterparts (a) This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement. (b) Each Party may evidence their execution of this Agreement by transmitting by fax or by email a signed signature page of this Agreement in PDF format together with the final version of this Agreement in PDF or Word format, which shall constitute an original signed counterpart of this Agreement. Each Party adopting this method of execution will, following circulation by fax or by email, provide the original, hard copy signed signature page to the other Parties as soon as reasonably practicable. (c) This Agreement shall not be effective until each Party has executed and delivered one counterpart. 16.11 Costs Each Party will pay its own costs and expenses in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it) or otherwise in connection with the Transaction. 17. Notices 17.1 All notices or other communications under this Agreement will be in writing and sent to the person and address in clause 17.2. They may be given, and will be deemed received: (a) by first-class post: two Business Days after posting;


 
(b) by airmail: three Business Days after posting; (c) by hand: on delivery; and (d) by email, upon sending, provided no “bounce-back” or similar message is received. 17.2 Notices will be sent: (a) to Jounce at: 780 Memorial Drive, Cambridge, Massachusetts, 02139 for the attention of Treasurer and Chief Financial Officer at [***]; With a copy (which shall not constitute notice) to: Address: Ropes & Gray International LLP, 60 Ludgate Hill, London EC4M 7AW, United Kingdom Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600, USA E-mail: [***] [***] [***] For the attention of: Elizabeth Todd Christopher Comeau and Emily Oldshue (b) to Redx at: Redx Pharma plc, Block 33 Mereside, Alderley Park, Cheshire, SK10 4TG, UK, for the attention of General Counsel & Company Secretary with a copy (which shall not constitute notice) to [***]; and With a copy (which shall not constitute notice) to: Address: Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom E-mail: [***] and [***] For the attention of: Michal Berkner and Claire Keast-Butler 17.3 Either Party may change the address to which such notices to it are to be delivered by giving not less than five Business Days’ notice to the other Party. 18. Governing law and jurisdiction 18.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.


 
18.2 The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims). AGREED by the Parties on the date set out at the head of this Agreement.


 
THE SCHEDULE SHARE PLANS AND EMPLOYEES Jounce and Redx agree that the following arrangements will, where appropriate subject to the Transaction becoming effective in all respects, be implemented with respect to the Jounce Share Plans and the Redx Share Plans and certain employment arrangements. 1. Redx Share Plans 1.1 Provisions of general application (a) As at the date of this Agreement, there are 42,643,007 outstanding options and awards under the Redx Share Plans. (b) Jounce acknowledges that, before the Effective Date, Redx may continue to operate each of the Redx Share Plans in accordance with the rules of the relevant plan and Redx’s normal practice. For the avoidance of doubt, the operation of the Redx Share Plans includes (without limitation) granting options, determining the extent to which options vest and satisfying the exercise of options. (c) Jounce agrees that Redx may amend the rules of any of the Redx Share Plans if, in the opinion of the Redx Board or, where applicable, a committee thereof, the amendments are necessary or desirable to implement the Transaction, the terms of this Agreement, comply with any local law requirement, or to facilitate the administration of any Redx Share Plan. (d) Jounce acknowledges that, where any of the Redx Share Plans provide for the exercise of discretion (including in respect of any performance conditions), the exercise of that discretion will, in accordance with the terms of the relevant Redx Share Plans, be a matter for the Redx Board or, where applicable, a committee thereof. (e) Redx Shareholder approval will be sought for an amendment to Redx’s articles of association so that any Redx Shares issued or transferred on or after the Scheme Record Time (such term to be defined in the Scheme Document) will be automatically transferred to, or to the order of, Jounce in exchange for the provision by Jounce of the same consideration payable per Redx Share under the Scheme (or such other consideration as may be agreed between Jounce and Redx and disclosed in the Scheme Document). (f) Jounce and Redx intend to jointly (or Redx in consultation with Jounce intends to) write to participants in the Redx Share Plans on, or as soon as practicable after, the posting of the Scheme Document to inform them of the impact of the Scheme on their outstanding options under the Redx Share Plans (“Redx Options”), the extent to which their Redx Options will vest and become exercisable as a result of the Scheme (if at all), whether their Redx Options will, or may, be released in consideration for the grant of replacement options over Jounce Shares (a “Rollover”) as part of the Scheme and the actions they may take in connection with their Redx Options as a result of the Scheme.


 
1.2 Enterprise Management Incentive Scheme Jounce and Redx acknowledge that there are no outstanding Redx Options under the Enterprise Management Incentive Scheme. 1.3 All Employee Share Option Scheme and Directors Share Option Scheme (a) Redx Out of the Money Options Subject to the approval of the Redx Board to amend the All Employee Share Option Scheme and Directors Share Option Scheme to provide for a unilateral Rollover of Redx Out of the Money Options, Jounce agrees that it will grant each holder of Redx Out of the Money Options equivalent replacement options over Jounce Shares which shall be granted as inducement awards in reliance on the exemption from stockholder approval contained in NASDAQ Rule 5635(c)(4) and subject to the same vesting terms as applied to the relevant released Redx Options (the “Jounce Replacement Options”). (b) Redx In the Money Options Jounce acknowledges and agrees that holders of Redx In the Money Options will, prior to the date of the Court Order, elect to either: (i) exercise Redx Options that have vested prior to or on the date of the Court Order effective immediately prior to the date thereof (but conditional thereon) (unless they lapse earlier under the rules of the Redx Share Plans), such that Redx Options that are not so exercised shall lapse on the date of the Court Order; or (ii) Rollover their Redx Options in consideration for the grant by Jounce of Jounce Replacement Options and Jounce agrees to make such grants following the Effective Date. (c) Any Jounce Replacement Options or other Redx Options that become subject to a Rollover held by an individual subject to taxation under the laws of the United States (including without limitation any Redx Options held by Mr Collum) shall be granted in a manner that complies with Section 409A of the U.S. Internal Revenue Code of 1986, as amended. 1.4 Non-Plan Share Options Jounce agrees that Redx will determine that Mr Collum’s Redx Options (including Redx Options which have already become exercisable) under the Non-Plan Share Option Grant Notices shall be subject to a Rollover in consideration for Jounce Replacement Options and Jounce agrees that it will make such grants. 2. Jounce Share Plans 2.1 Jounce and Redx acknowledge that no offerings have been made under the Jounce Therapeutics, Inc. Employee Stock Purchase Plan.


 
2.2 Jounce Shareholder approval will be sought on or prior to the date of the Court Order for an amendment to the Jounce 2017 Stock Option and Incentive Plan to increase the share reserve and incentive stock option limit under the Jounce 2017 Stock Option and Incentive Plan by such amounts to be mutually determined through consultation between Redx and Jounce. 2.3 Redx agrees that Jounce may with full transparency and in consultation with Redx make amendments to the Jounce 2017 Stock Option and Incentive Plan which may be approved by the Jounce Board without Jounce Shareholder approval and which may be necessary or desirable to implement the Transaction, the terms of this Agreement, comply with any local law requirement, or to facilitate the administration of the Jounce 2017 Stock Option and Incentive Plan in connection with the Transaction. 2.4 Jounce and Redx have agreed that the awards granted under the Jounce Share Plans will remain unchanged and will continue in accordance with their terms, and certain holders thereof shall be beneficiaries under the CVR Agreement, as set out therein. 2.5 Other than as set forth below with respect to Designated Terminated Employees, Designated MT Members and Closing Employees, options to purchase Jounce Shares (the “Jounce Options”) that are outstanding as of immediately prior to the Effective Date will continue vest and/or be or become exercisable in accordance with their terms following the Effective Date. 2.6 Jounce Options held by members of the Jounce Board shall fully vest on the Effective Date and directors shall have 12 months post-termination of service to exercise such Jounce Options (but not past the end of the term of such Jounce Options). 2.7 Other than as set forth below with respect to the Designated Terminated Employees, Designated MT Members and Closing Employees, restricted stock units with respect to Jounce Shares (the “Jounce RSUs”) that are outstanding as of immediately prior to the Effective Date will continue in accordance with their terms following the Effective Date. 2.8 Jounce RSUs held by Designated Terminated Employees and Designated MT Members shall fully vest as of the date of termination of employment of such Designated Terminated Employees and Designated MT Members; to the extent Jounce Options held by the Designated Terminated Employees were vested as of the date of termination of employment, such Designated Terminated Employees shall have 12 months post-termination to exercise such Jounce Options (but not past the end of the term of such Jounce Options). 2.9 For Designated MT Members, to the extent such Designated MT Members enter into consulting agreements, Jounce Options continue in accordance with their terms. Upon the Effective Date, the consulting agreements will terminate, and Jounce Options held by Designated MT members shall fully vest and Designated MT Members shall have 12 months post-termination of service to exercise such Jounce Options (but not past the end of the term of such Jounce Options). 2.10 For Closing Employees, Jounce Options and Jounce RSUs held by the Closing Employees shall fully vest as of the date of termination of employment of such Closing Employees on the Effective Date and such Closing Employees shall have 12 months post-termination to exercise such Jounce Options (but not past the end of the term of such Jounce Options). 2.11 For any other service provider whose services terminates prior to the Effective Date, there will be no accelerated vesting of incentive equity awards.


 
The Jounce Board shall be permitted to take all actions necessary to effectuate the treatment of Options and RSUs set forth in this Section 2. Defined terms as used herein are as follows: 1. “Closing Employees” means those employees whose employment is terminated in connection with the Effective Date (e.g., on the Effective Date or immediately following such date). 2. “Designated MT Members” means those members of the Jounce management team whose employment is terminated by Jounce without cause following the date hereof and prior to the Effective Date. 3. “Designated Terminated Employees” means those employees whose employment is terminated by Jounce without cause prior to the Effective Date, provided that Designated Terminated Employees shall not include Designated MT Members. 3. Employment 3.1 Ordinary course matters (a) Jounce acknowledges and agrees that at any time before the Effective Date, Redx will carry out annual (or other periodic) pay reviews, appraisals and promotion rounds of Redx Group employees in the ordinary course of business and in a manner consistent with historic practice. 3.2 Continuation of terms and conditions (a) Upon and following the Effective Date, Jounce confirms that it intends to safeguard fully the existing statutory and contractual employment and pension rights of the Redx Group employees and management, in accordance with applicable law and there is no intention to make any material change in the conditions of employment, including pension rights following the Transaction becoming effective.


 
Appendix I CVR AGREEMENT


 
Signed by Richard Murray for and on behalf of Jounce THERAPEUTICS, INC. /s/ Richard Murray Director


 
Signed by Lisa Anson for and on behalf of REDX PHARMA PLC CEO, Redx Pharma PLC /s/ Lisa Anson Director


 
Appendix 1 The Announcement


 
Appendix 2 The CVR Agreement


 
Final Form FORM OF CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2023 (this “Agreement”), is entered into by and between Jounce Therapeutics, Inc., a Delaware corporation (“Parent”), [●], 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”). RECITALS WHEREAS, it is intended that Parent and Redx Pharma plc, a publicly listed company organized under the laws of England & Wales (“Target”), effect (a) a Scheme of Arrangement under Part 26 of the Companies Act 2006 of the United Kingdom (the “Scheme”), and (b) one or more merger transactions among Parent and certain of its Affiliates, on the one hand, and RM Special Holdings 3, LLC, a Delaware limited liability company and shareholder of Target (“RM3”) [and certain other eligible participating shareholders of Target], on the other hand, [each] to be effected pursuant to one or more merger agreements, pursuant to which Parent and Target consummate an all-share combination pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (clauses (a) and (b), collectively, the “Merger”); WHEREAS, in connection with the Scheme, Parent and Target have agreed to take certain steps to effect the completion of the Merger as set forth in the Cooperation Agreement between Parent and Target, dated as of February 23, 2023 (the “Cooperation Agreement”); WHEREAS, pursuant to the announcement made under Rule 2.7 of the City Code on Takeovers and Mergers in connection with the Merger and the Cooperation Agreement, Parent shall distribute to the Persons (as defined herein), who as of immediately prior to the Effective Time (as defined herein) are either shareholders, or holders of Parent Options of record (the “Record Date”) of Parent (the “Initial Holders”), the right to receive certain contingent value rights, pursuant to the terms and subject to the conditions hereinafter described; WHEREAS, Parent desires that the Rights Agent act as its agent for the purposes of effecting the distribution of the CVRs (as defined herein) to the Initial Holders and performing the other services described in this Agreement; and WHEREAS, the Initial Holders desire that the Representative (as defined herein) act as their agent for the purposes of accomplishing the intent and implementing the provisions of this Agreement and facilitating the consummation of the transactions contemplated hereby and performing the other services described in this Agreement; NOW, THEREFORE, in consideration of the foregoing and the consummation of the transactions referred to above, the parties agree, for the equal and proportionate benefit of all Holders (as defined herein), as follows:


 
-2- ARTICLE I DEFINITIONS; CERTAIN RULES OF CONSTRUCTION Section 1.1 Definitions. As used in this Agreement, the following terms will have the following meanings: “Acting Holders” means, at the time of determination, Holders of not less than thirty percent (30%) of outstanding CVRs as set forth in the CVR Register. “Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this definition, “controlling,” “controlled” and “control” mean the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. “Assignee” has the meaning set forth in Section 6.3. “Board of Directors” means the board of directors of Parent (after the Merger). “Business Day” means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in London, United Kingdom, and Boston, Massachusetts, United States of America. “Change of Control” means (a) a sale or other disposition of all or substantially all of the assets of Parent on a consolidated basis (other than to any Subsidiary (direct or indirect) of Parent), (b) a merger or consolidation involving Parent in which Parent is not the surviving entity, and (c) any other transaction involving Parent in which Parent is the surviving or continuing entity but in which the stockholders of Parent immediately prior to such transaction (qua stockholders of Parent) own less than 50% of Parent’s voting power immediately after the transaction. “Clinical Protocol Compliance” has the meaning set forth in Section 4.6(b). “Closing” means the consummation of the Merger and the transactions contemplated thereby. “Closing Cash” means the calculation of Parent’s net cash position at Closing, as mutually agreed between Parent and Target. “Closing Date” means the date of the Closing. “CMC Activities” has the meaning set forth in Section 4.6(c). “Commercially Reasonable Efforts” shall mean, jointly, solely the following specified actions by Parent (after the Merger) and, in any event, only during the Disposition Period or the Disposition Period Extension, as applicable:


 
-3- (i) the expenditure of $713,000.00 in Disposition business development efforts related to the CVR Products, costs associated with maintenance of the CVRs (including fees and expenses related to the Rights Agent and the Representative), and maintenance and prosecution of the intellectual property relating to CVR Products, which intellectual property is set forth on Schedule 1 hereto (the “BD Threshold”), in each case as reflected in the Closing Cash and without jeopardy to the efforts of continuing the Clinical Protocol Compliance and the CMC Activities; (ii) driving business development related initiatives incorporating the latest internal and market available data on CVR Products; (iii) continuing (x) the Clinical Protocol Compliance, which may extend beyond the Disposition Period and (y) the CMC Activities; and (iv) retaining a Consultant (as defined in Section 4.3(a)). For the avoidance of doubt, Commercially Reasonable Efforts shall not include, among other actions: (i) requiring individual marketing efforts with respect to Disposition of any of the Non- Clinical Programs; (ii) making public statements relating to any of the CVR Products (unless otherwise required by applicable Law); and (iii) pursuing new clinical, manufacturing or enabling work with respect to the CVR Products. “Code” means the United States Internal Revenue Code of 1986, as amended. “Contract” means any written or oral agreement, contract, subcontract, lease, sub-lease, occupancy agreement, binding understanding, obligation, promise, instrument, indenture, mortgage, note, option, warranty, purchase order, license, sublicense, commitment or undertaking of any nature, which, in each case, is legally binding upon a party or on any of its Affiliates. “CVRs” means the contractual contingent value rights of Holders (granted by Parent to Initial Holders in connection with the Merger) to receive CVR Proceeds pursuant to this Agreement. Unless otherwise specified herein, for purposes of this Agreement all the CVRs shall be considered as part of and shall act as one class only. For the avoidance of doubt, Parent shall only grant CVRs to the Initial Holders, and shall not grant further CVRs to any other Persons at any other time during the pendency of this Agreement, pursuant and subject to the terms hereof. “CVR Payment Amount” means, for a given Holder, an amount equal to the product of (a) the CVR Proceeds and (b) (i) the total number of CVRs held by such Holder divided by (ii) the total number of CVRs held by all Holders as each reflected on the CVR Register as of the close of business on the date prior to the date of payment (rounded down to the nearest whole cent).


 
-4- “CVR Payment Date” means no later than thirty (30) days following the receipt of Gross Proceeds by Parent, pursuant to which CVR Proceeds are payable to Holders. “CVR Payment Notice” has the meaning set forth in Section 2.4(b). “CVR Period” means the period beginning on the Closing Date and ending on the Expiration Date. “CVR Proceeds” means 80% of the Net Proceeds. “CVR Products” means (a) pimivalimab and vopratelimab, including any form or formulation, and any improvement or enhancement, of any such product and (b) any monospecific product, including the underlying technology, being researched or developed by Parent as of the execution date of the Cooperation Agreement or as of the Closing Date pursuant to any of the programs known by Parent as of immediately prior to the Closing Date as JTX- 8064, JTX-1484 or JTX-2134, including any form or formulation, and any improvement or enhancement, of any such product. For the avoidance of doubt, multi-specific products which may arise from any of JTX-8064, JTX-1484 or JTX-2134, or their underlying technology or intellectual property, shall not be CVR Products. “CVR Register” has the meaning set forth in Section 2.3(b). “Delaware Courts” has the meaning set forth in Section 6.5(b). “Disposition” means the sale, transfer, license or other disposition by Parent of all or any part of any CVR Products. “Disposition Agreement” means a definitive agreement, contract or other document entered into by Parent providing for a Disposition. “Disposition Period” means the period beginning on the Effective Time and ending on the one-year anniversary of the Closing Date; provided, however, that the Disposition Period shall be automatically extended one additional six-month term solely with respect to Disposition CVR Products, if any, for which an executed or final, in agreed form (i) term sheet, (ii) letter of intent or (iii) similar document is entered into within the Disposition Period in respect of a potential Disposition Agreement, but for which the relevant definitive agreement has not been executed as of such time (the “Disposition Period Extension”). “Disposition CVR Products” means the CVR Products (i) related to which a Disposition Agreement is entered into or (ii) subject to a Disposition Period Extension. “DTC” means The Depository Trust Company or any successor thereto. “Effective Time” means the date and time of the effectiveness of the Merger. “Equity Award CVR” means a CVR received by a Holder in respect of Parent Options.


 
-5- “Expiration Date” means the date on which the Disposition Period or the Disposition Period Extension, as applicable, expires, provided that, the extent a Disposition of certain Disposition CVR Products takes place during the Disposition Period or the Disposition Period Extension, as applicable, the Expiration Date, solely as it relates to such Disposition CVR Products, shall be the earliest to occur of (i) [●], 2033, and (ii) the mailing by the Rights Agent to the address of each Holder as reflected in the CVR Register of all potential CVR Payment Amounts (if any) required to be paid under the terms of this Agreement, as set forth in Section 6.8(a).1 E&P Determination” has the meaning set forth in Section 2.5(d). “Governmental Body” means any federal, state, provincial, local, municipal, foreign or other governmental or quasi-governmental authority, including, any arbitrator or arbitral body, mediator and applicable securities exchanges, or any department, minister, agency, commission, commissioner, board, subdivision, bureau, agency, instrumentality, court or other tribunal of any of the foregoing. “Gross Proceeds” means, without duplication, the sum of all cash consideration and the value of any and all consideration of any kind that is paid to Parent, or is received by, Parent or any of its Affiliates during the CVR Period in respect of a Disposition, solely as such consideration relates to a CVR Product. The value of any securities (whether debt or equity) or other non-cash property constituting Gross Proceeds shall be determined as follows: (A) the value of securities for which there is an established public market shall be equal to the volume weighted average of their closing market prices for the five (5) trading days ending the day prior to the date of payment to, or receipt by, Parent or its relevant Affiliate, and (B) the value of securities that have no established public market and the value of consideration that consists of other non-cash property, shall be the fair market value thereof as of the date of payment to, or receipt by, Parent or its relevant Affiliate; provided, that Parent may elect, upon prompt notice to the Representative after receipt of consideration, to have any securities or other non-cash property specified in the foregoing clause (B) be deemed as Gross Proceeds only upon the earlier of (1) the receipt by Parent or any of its Affiliates of cash in respect of the sale or other liquidation by Parent or its Affiliates of such securities or other non-cash property, and the value of such cash shall be Gross Proceeds upon receipt by Parent or any of its Affiliates, or (2) [the second (2nd) anniversary of receipt of such securities or other non-cash property], and the value of such consideration shall be Gross Proceeds as of such date with a value equal to the greater of (x) the fair market value of such securities or other non-cash property as of the date originally received by Parent or its relevant Affiliate or (y) the fair market value of such securities or other non-cash property as of such date, and all other consideration, if any, paid to or received by Parent or any of its Affiliates will be deemed Gross Proceeds upon receipt by Parent or its relevant Affiliate. “Holder” means a Person in whose name a CVR is registered in the CVR Register at the applicable time. 1 NTD: To be 10 years post-Closing.


 
-6- “Incentive Plans” means, collectively, (i) the Parent 2017 Stock Option and Incentive Plan and (ii) the Parent 2013 Stock Option and Grant Plan. “JTX-1484” means Parent’s inhibitor of myeloid-specific Leukocyte Immunoglobulin Like Receptor B4 (LILRB4, also known as ILT3), which is referred to by Parent as “JTX-1484.” “JTX-2134” means Parent’s inhibitor of myeloid-specific Leukocyte Immunoglobulin Like Receptor B1 (LILRB1, also known as ILT2), which is referred to by Parent as “JTX-2134.” “JTX-8064” means Parent’s inhibitor of myeloid-specific Leukocyte Immunoglobulin Like Receptor B2 (LILRB2, also known as ILT4), which is referred to by Parent as “JTX-8064.” “Law” means any foreign or U.S. federal, state or local law (including common law), treaty, statute, code, order, ordinance, approval, authorization, certificate, registration, exemption, consent, license, order, permit and other similar authorizations, rule, regulation, or other requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body. “Net Proceeds” means, for each Disposition, the Gross Proceeds minus Permitted Deductions, as calculated in a manner consistent with generally accepted accounting principals in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board. For clarity, (i) if Permitted Deductions exceed Gross Proceeds as it relates to a certain Disposition, any excess Permitted Deductions shall be applied against Gross Proceeds in a subsequent Disposition, and (ii) if any of the Gross Proceeds or Permitted Deduction are not in U.S. dollars, currency conversion to U.S. dollars shall be made by using the exchange rate prevailing at the JP Morgan Chase Bank or its successor entity on the date of receipt of such Gross Proceeds or date of payment of relevant Permitted Deductions, as applicable. “Non-Clinical Programs” means JTX-1484 and JTX-2134. “Officer’s Certificate” means a certificate signed by an authorized officer of Parent, in his or her capacity as such an officer, and delivered to the Rights Agent and the Representative. “Parent Common Stock” means the shares of common stock, par value $0.001 per share, of Parent. “Parent Option” means each outstanding and vested option to purchase Parent Common Stock granted pursuant to the Incentive Plans, an inducement award, or otherwise. “Permitted CVR Transfer” means: a transfer of CVRs (a) upon death of a Holder by will or intestacy; (b) pursuant to a court order; (c) by operation of law (including by consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (d) in the case of CVRs held in book-entry or other similar nominee form, from a nominee to a beneficial owner and, if applicable, through an intermediary, to the extent allowable by DTC; or (e) as provided in Section 2.7.


 
-7- “Permitted Deductions” means the sum of, without duplication, the following costs or expenses: (a) any applicable Taxes (including any applicable value added or sales taxes) imposed on Gross Proceeds and payable by Parent or any of its Affiliates and any income or other Taxes payable by Parent or any of its Affiliates that would not have been incurred by Parent or its Affiliates but for the Gross Proceeds having been received or accrued by Parent or its Affiliates (in each case, regardless of the due date of such Taxes); provided that, for purposes of calculating income Taxes payable by Parent or its Affiliates in respect of the Gross Proceeds, any such income Taxes shall be computed after taking into account any net operating loss carryforwards or other Tax attributes (including Tax credits) of Parent or its Affiliates as of the Closing Date prior to the Effective Time that are available to offset such gain after taking into account any limits of the usability of such attributes, including under Section 382 of the Code as reasonably determined by a nationally recognized tax advisor (and for the sake of clarity such income Taxes shall be calculated without taking into account any net operating losses or other Tax attributes generated by Parent or its Affiliates after the Effective Time; (b) any reasonable and documented out-of-pocket costs and expenses incurred by Parent or any of its Affiliates in connection with the applicable CVR Product(s) in respect of a Disposition, including technology transfer costs, contractual expenses or any costs in respect of head licenses for sublicensed technology and the development or prosecution, maintenance or enforcement by Parent or any of its Subsidiaries of intellectual property rights but excluding (i) any costs related to a breach of this Agreement, including costs incurred in litigation in respect of the same but excluding the costs of the dedicated resource referenced in the definition of Commercially Reasonable Efforts and any replacement and (ii) to the extent not duplicative to clause (i), any such costs that are accounted for in the BD Threshold; (c) (i) any reasonable and documented out-of-pocket costs and expenses incurred by Parent or any of its Affiliates in connection with Disposition business development related efforts with respect to the relevant CVR Product(s) during the Disposition Period or any applicable Disposition Period Extension, and (ii) maintenance costs related to the CVRs or the CVR Products (including fees and expenses related to the Rights Agent and the Representative), in each case in excess of the BD Threshold; and (d) any reasonable and documented out-of-pocket costs incurred or accrued by Parent or any of its Affiliates in connection with Parent’s commercially reasonable efforts to negotiate or enter into any Disposition Agreement or consummate a Disposition of any applicable CVR Product(s), including any Representative’s fee, Right’s Agent fee, any brokerage fee, finder’s fee, opinion fee, success fee, Consultant incentive fee, transaction fee, service fee or other fee, commission or expense owed to any broker, finder, investment bank, auditor, accountant, counsel, advisor or other third party in relation thereto (but excluding any costs or expenses previously deducted from Gross Proceeds or from the BD Threshold; and including any such costs or expenses in excess of the BD Threshold); provided, however, that no Wind-Down Costs are Permitted Deductions.


 
-8- “Person” means any individual, firm, corporation, limited liability company, partnership, trust or other entity, and shall include any successor (by merger or otherwise) thereof or thereto. “Prospective Withholding Tax” has the meaning set forth in Section 2.5(c). “Rights Agent” means the Rights Agent named in the first paragraph of this Agreement, until a successor Rights Agent will have become such pursuant to the applicable provisions of this Agreement, and thereafter “Rights Agent” will mean such successor Rights Agent. “Subsidiary” means, with respect to any Person, any corporation, partnership, association, limited liability company, unlimited liability company or other business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (b) if a partnership, association, limited liability company, or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association, limited liability company or other business entity if such Person or Persons are allocated a majority of partnership, association, limited liability company or other business entity gains or losses or otherwise control the managing director, managing member, general partner or other managing Person of such partnership, association, limited liability company or other business entity. “Tax” or “Taxes” means any and all federal, state, local, or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar, including FICA), unemployment, disability, real property, personal property, sales, use, transfer, registration, value-added, alternative or add-on minimum, or other tax of any kind or any charge of any kind in the nature of (or similar to) taxes whatsoever, including any interest, penalty, or addition thereto. “Wind-Down Costs” means the costs owed to a Person or otherwise borne by Parent in connection with the Wind-Down Process, as reflected in the Closing Cash, including any costs associated with Clinical Compliance Protocol or the CMC Activities, and any liabilities arising from third-party claims brought or threatened in connection with such clinical trials (or wind- down thereof). “Wind-Down Process” means the process related to maintenance of CVR Products, but not further development of CVR Products, including the actions required to carry-out and complete or wind-down any clinical trials associated with applicable CVR Products in a manner consistent with any applicable Contract terms, applicable Laws, clinical standards or ethical practices, including any insurance costs (including any tail coverage).


 
-9- Section 1.2 Rules of Construction. (a) As used in this Agreement, any noun or pronoun will be deemed to include the plural as well as the singular and to cover all genders. (b) This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption of burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of this Agreement. (c) As used in this Agreement, the words “include,” “includes,” or “including” will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby,” “hereto,” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” will not be exclusive. (d) When reference is made in this Agreement to an Article or Section, such reference will refer to Articles and Sections of this Agreement, the Cooperation Agreement or the Scheme, as the case may be, unless otherwise indicated. (e) The headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement. (f) All references to $ are to United States dollars. ARTICLE II CONTINGENT VALUE RIGHTS Section 2.1 CVRs. The CVRs represent the contractual rights of Holders to receive contingent cash payment of the CVR Proceeds pursuant to this Agreement. Section 2.2 Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect. Section 2.3 No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs will be issued and distributed by Parent to each Holder in book-entry form only and will not be evidenced by a certificate or other instrument. (b) The Rights Agent will keep a register (the “CVR Register”) for the purpose of (i) identifying the Holders of CVRs and (ii) registering CVRs and Permitted CVR


 
-10- Transfers thereof. The CVR Register will initially show one position for Cede & Co. representing all the Parent Common Stock held by DTC on behalf of the street holders of the Parent Common Stock held by such Holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of CVRs unless and until such CVRs are transferred into the name of such street name holders in accordance with Section 2.2. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of Parent Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. Upon request of a Holder or the Representative, the Rights Agent will make available to such Holder or the Representative, as applicable, a list of the other Holders, the number of CVRs held by each Holder and the contact information maintained by the Rights Agent with respect to each Holder. (c) Subject to the restrictions on transferability set forth in Section 2.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument of transfer, in form reasonably satisfactory to the Rights Agent pursuant to its guidelines, duly executed by the Holder thereof, the Holder’s attorney duly authorized in writing, the Holder’s personal representative duly authorized in writing, or the Holder’s survivor (with written documentation evidencing such Person’s status as the Holder’s survivor), and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the Rights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions of this Agreement (including the provisions of Section 2.2), register the transfer of the CVRs in the CVR Register. As a condition of such transfer, Parent and Rights Agent may require a transferring Holder or its transferee to pay to the applicable Governmental Body any transfer, stamp, documentary, registration, or other similar Tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of such applicable Taxes or charges unless and until the Rights Agent is reasonably satisfied that all such Taxes or charges have been paid or that such Taxes or charges are not applicable. All duly transferred CVRs registered in the CVR Register will be the valid obligations of Parent and will entitle the transferee to the same benefits and rights under this Agreement as those held immediately prior to the transfer by the transferor. No transfer of a CVR will be valid until registered in the CVR Register in accordance with this Agreement. (d) A Holder may make a written request to the Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder. Upon receipt of such written notice, the Rights Agent will promptly record the change of address in the CVR Register. Section 2.4 Payment Procedures; Notices. (a) If a Disposition Agreement is entered into during the Disposition Period or any applicable Disposition Period Extension, then Parent shall promptly deliver to the Rights Agent (with copy to the Representative) written notice indicating that a Disposition Agreement


 
-11- has been entered into and a copy of the Disposition Agreement and any ancillary agreements thereto. (b) On or prior to each CVR Payment Date with respect to any Disposition Agreement, Parent shall deliver to the Rights Agent (with copy to the Representative) (i) written notice indicating that (A) the Holders are entitled to receive one or more payments with respect to CVR Proceeds, (B) the source and trigger event for such payment of CVR Proceeds in the Disposition Agreement, and (C) a detailed calculation of Gross Proceeds, Net Proceeds and any Permitted Deductions used to calculate such CVR Proceeds with reasonable supporting detail for such Permitted Deductions (each such notice, a “CVR Payment Notice”) and (ii) any letter of instruction reasonably required by the Rights Agent. On or prior to any CVR Payment Date, Parent shall deliver to the Rights Agent the CVR Payment Amounts required by Section 4.2. All payments by Parent hereunder shall be made in U.S. dollars. For the avoidance of doubt, Parent shall have no further liability in respect of the relevant CVR Payment Amount upon delivery of such CVR Payment Amount in accordance with this Section 2.4(b) and the satisfaction of each of Parent’s obligations set forth in this Section 2.4(b). (c) The Rights Agent will promptly, and in any event within ten (10) Business Days after receipt of the CVR Payment Notice as well as any letter of instruction reasonably required by the Rights Agent, send each Holder at its registered address a copy of the CVR Payment Notice and, following the applicable CVR Payment Date, promptly pay the CVR Payment Amount to each of the Holders by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the CVR Payment Date. (d) Any portion of the CVR Payment Amount that remains undistributed to a Holder six (6) months after the date of the delivery of the applicable CVR Payment Date will be delivered by the Rights Agent to Parent, upon demand, and any Holder will thereafter look only to Parent for payment of the CVR Payment Amount, without interest, but such Holder will have no greater rights against Parent than those accorded to general unsecured creditors of Parent under applicable Law. (e) None of Parent, any of its Affiliates, or the Rights Agent will be liable to any Person in respect of the CVR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If, despite Parent’s, any of its Affiliates’ and/or the Rights Agent’s commercially reasonable efforts to deliver the CVR Payment Amount to the applicable Holder, the CVR Payment Amount has not been paid prior to two (2) years after the applicable CVR Payment Date (or immediately prior to such earlier date on which the CVR Payment Amount would otherwise escheat to or become the property of any Governmental Body), the CVR Payment Amount will, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, Parent agrees to indemnify and hold harmless Rights Agent with respect to any liability, penalty, cost or expense Rights Agent may incur or be subject to in connection with transferring such property to Parent.


 
-12- Section 2.5 Tax Matters. (a) The parties intend that, for all U.S. federal and applicable state and local income tax purposes, (i) the distribution of CVRs in respect of Parent Common Stock (which for avoidance of doubt does not include the Equity Award CVRs) will be treated as a distribution described in Section 301 of the Code of property that is not debt or equity of Parent, (ii) if supported by the facts and circumstances at the time of the payment of any CVR Payment Amount, such payment will be treated as a repurchase by Parent of an undivided interest in the CVRs held by the applicable Holder, and (iii) any CVR Payment Amount paid in respect of any Equity Award CVR will be treated as wages in the year in which the CVR Payment Amount is made (and not upon the receipt of such CVR). (b) In addition to any Permitted Deductions, Parent and its Affiliates and the Rights Agent shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each CVR Payment Amount or any other amounts otherwise payable pursuant to this Agreement such amounts as may be required to be deducted and withheld therefrom under applicable Law. With respect to Holders who received Equity Award CVRs, any such withholding may be made, or caused to be made, by Parent through its Affiliates’ payroll system or any successor payroll system. Prior to making (or causing to be made) any such Tax deduction or withholding, Parent shall instruct the Rights Agent to provide the opportunity for the Holder to provide duly executed Internal Revenue Service (IRS) Forms W-9 or W-8, as applicable, or any other reasonably appropriate forms or information from Holders in order to avoid or reduce such withholding amount. The Rights Agent shall promptly and timely remit, or cause to be remitted, any amounts withheld in respect of Taxes to the appropriate Governmental Body. To the extent any amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made. (c) Parent and the Rights Agent will not issue any CVR to any Initial Holder who fails to submit to the Rights Agent a duly executed IRS Form W-9 or Form W-8. If the Rights Agent determines after reviewing such IRS Form W-9 or W-8 that withholding tax could or would apply to the distribution of any CVR to such Initial Holder (the “Prospective Withholding Tax”), the Rights Agent will inform such Initial Holder at the Initial Holder’s registered address of the amount of the Prospective Withholding Tax and will not issue any CVR to such Initial Holder until the Initial Holder either pays an amount equal to the Prospective Withholding Tax in U.S. dollars to a bank account designated by the Rights Agent or establishes to the satisfaction of the Rights Agent that such Initial Holder is not subject to withholding tax upon the distribution of any CVR. The Rights Agent will promptly and timely remit or cause to be remitted, any amount received pursuant to the preceding sentence to any appropriate Governmental Body. For the avoidance of doubt, this Section 2.5(c), will not apply to any Equity Award CVR, because any withholding with respect to any such Equity Award CVR will be imposed as withholding from wages in the year in which any CVR Payment Amount is made on any such Equity Award CVR. (d) Notwithstanding Section 2.5(c), Parent may make a determination in its sole discretion on or thirty (30) Business Days prior to December 31, 2023 that it will not have any current or accumulated earnings and profits through December 31, 2023 for U.S. federal income tax purposes (an “E&P Determination”). If Parent makes an E&P Determination, and if


 
-13- Parent and the Rights Agent further determine that as a result of such E&P Determination any Initial Holder who previously did not receive CVRs due to such Initial Holder’s failure to pay an amount equal to the Prospective Withholding Tax pursuant to Section 2.5(c) would in fact not be subject to withholding tax upon the distribution of such CVRs in 2023, then Parent shall instruct the Rights Agent to distribute such CVRs to such Initial Holder on or prior to December 31, 2023, and the Rights Agent will so distribute such CVRs. The occurrence of an E&P Determination will not entitle any Initial Holder that has paid an amount equal to the Prospective Withholding Tax pursuant to Section 2.5(c) to recover such amount from either Parent or the Rights Agent, and such Initial Holder’s sole recourse to recover any such amount will be to any appropriate Governmental Body. (e) It is intended that each payment provided under this Agreement with respect to an Equity Award CVR (the “Payments”) is a separate “payment” for purposes Section 1.409A-2(b)(2)(i) of the U.S. Treasury Regulations. For the avoidance of doubt, it is intended that the Payments satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder and any state law of similar effect (collectively “Section 409A”) provided under Treasury Regulations Section 1.409A-1(b)(4) and, to the extent not so exempt, that the Payments comply, and this Agreement be interpreted to the greatest extent possible, as consistent with Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) – that is, as “transaction-based compensation.” To the extent this Agreement (and any definitions hereunder), or any payments hereunder, are not exempt, they shall be construed in a manner that complies with Section 409A, including by reason of satisfying the “transaction-based compensation” provisions thereunder, including the five-year post-Closing payment limitation therein, and shall incorporate by reference all required definitions and payment terms. Notwithstanding the foregoing, none of the Parent, Target or Board of Directors, or any of their respective representatives make any representation or warranty and will have no liability to you or any other person if any payments under any provisions of this Agreement are determined to constitute deferred compensation under Section 409A of the Code (or any similar U.S. state tax law) that are subject to certain additional federal, state or other taxes. Parent may provide each recipient of an Equity Award CVR with a notice or award agreement setting forth the terms and condition of the Holder’s entitlement to payments under such Equity Award CVR in accordance with the terms of this Agreement. Section 2.6 No Voting, Dividends or Interest; No Equity or Ownership Interest in Parent or any of its Affiliates. (a) The CVRs will not have any voting or dividend rights, and interest will not accrue on any amounts payable on the CVRs to any Holder. (b) The CVRs will not represent any equity or ownership interest in Parent, any constituent corporation party to the Merger or any of their respective Affiliates. (c) Each Holder acknowledges and agrees to the appointment and authority of the Representative to act as the exclusive representative, agent and attorney-in-fact of such Holder and all Holders as set forth in this Agreement. Each Holder agrees that such Holder will not challenge or contest any action, inaction, determination or decision of the Representative or the authority or power of the Representative and will not threaten, bring, commence, institute,


 
-14- maintain, prosecute or voluntarily aid any action, which challenges the validity of or seeks to enjoin the operation of any provision of this Agreement, including the provisions relating to the authority of the Representative to act on behalf of such Holder and all Holders as set forth in this Agreement. (d) Parent and its directors and officers will not be deemed to have any fiduciary or similar duties to any Holder by virtue of this Agreement. (e) It is hereby acknowledged and agreed that the CVRs and the possibility of any payment hereunder with respect thereto are highly speculative and subject to numerous factors outside of the Parent’s control, and there is no assurance that Holders will receive any payments under this Agreement or in connection with the CVRs. The Parties acknowledge that it is possible that no Disposition will occur during the Disposition Period or any applicable Disposition Period Extension, and that there will not be any Gross Proceeds that may be the subject of a CVR Payment Amount. Section 2.7 Ability to Renounce or Abandon CVR. Notwithstanding anything to the contrary contained herein, any Holder or Holder’s successor or assign pursuant to a Permitted CVR Transfer may, at any time, at such Holder’s option, agree to renounce, in whole or in part, its rights under this Agreement and abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor, effected by written notice to the Rights Agent, the Representative and Parent, which renouncement and abandonment notice, if given, shall be irrevocable. Nothing in this Agreement shall prohibit Parent or any of its Affiliates from offering to acquire or acquiring any CVRs for consideration from the Holders, in private transactions or otherwise, in its sole discretion. Any CVRs acquired by Parent or any of its Affiliates shall be automatically deemed extinguished and no longer outstanding for purposes of the definition of Acting Holders and Article VI and Section 6.3 hereunder.] ARTICLE III THE RIGHTS AGENT Section 3.1 Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its bad faith, gross negligence, fraud or willful misconduct. Section 3.2 Certain Rights of Rights Agent. The Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations will be read into this Agreement against the Rights Agent. In addition: (a) the Rights Agent may rely on and will be protected and held harmless by Parent in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; (b) whenever the Rights Agent will deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Rights Agent may rely upon an Officer’s Certificate, which certificate shall be full authorization and protection to the Rights Agent, and the Rights Agent shall, in the absence of bad faith, gross negligence, fraud


 
-15- or willful misconduct on its part, incur no liability and be held harmless by Parent for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Agreement in reliance upon such certificate; (c) the Rights Agent may engage and consult with counsel of its selection and the written advice of such counsel or any opinion of counsel will, in the absence of bad faith, gross negligence, fraud or willful misconduct, be full and complete authorization and protection to the Rights Agent and the Rights Agent shall be held harmless by Parent in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the permissive rights of the Rights Agent to do things enumerated in this Agreement will not be construed as a duty; (e) the Rights Agent will not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of the CVR Proceeds; (f) the Rights Agent shall not be liable for or by reason of, and shall be held harmless by Parent with respect to, any of the statements of fact or recitals contained in this Agreement or be required to verify the same (in the absence of its bad faith, gross negligence, fraud or willful misconduct), but all such statements and recitals are and shall be deemed to have been made by Parent only; (g) the Rights Agent will have no liability (in the absence of its bad faith, gross negligence, fraud or willful misconduct) and shall be held harmless by Parent in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent and the enforceability of this Agreement against the Rights Agent assuming the due execution and delivery hereof by Parent), nor shall it be responsible for any breach by Parent of any covenant or condition contained in this Agreement; (h) Parent agrees to indemnify Rights Agent for, and hold Rights Agent harmless against, any loss, liability, claim, demands, suits or expense arising out of or in connection with Rights Agent’s duties under this Agreement, including the reasonable, documented and necessary out-of-pocket costs and expenses of defending Rights Agent against any claims, charges, demands, suits or loss, unless such loss has been determined by a court of competent jurisdiction to be a result of Rights Agent’s gross negligence, bad faith, fraud or willful misconduct; (i) Parent agrees (i) to pay the fees and expenses of the Rights Agent in connection with this Agreement as agreed upon in writing by the Rights Agent and Parent on or prior to the date hereof and (ii) to reimburse the Rights Agent for all Taxes and governmental charges (other than Taxes imposed on or measured by the Rights Agent’s net income and franchise or similar Taxes imposed on it (in lieu of net income Taxes)). The Rights Agent will also be entitled to reimbursement from Parent for all reasonable, documented and necessary out- of-pocket expenses paid or incurred by it in connection with the administration by the Rights Agent of its duties hereunder; and (j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its


 
-16- duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it. Section 3.3 Resignation and Removal; Appointment of Successor. (a) Rights Agent may resign at any time by giving written notice thereof to Parent (with copy to the Representative) specifying a date when such resignation will take effect, which notice will be sent at least sixty (60) days prior to the date so specified but in no event will such resignation become effective until a successor Rights Agent has been appointed. The Representative has the right to remove Rights Agent at any time by specifying a date when such removal will take effect but no such removal will become effective until a successor Rights Agent has been appointed. Notice of such removal will be given by the Representative to Rights Agent, which notice will be sent at least sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent and the Representative, acting in concert, will as soon as is reasonably possible, appoint a qualified successor Rights Agent who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. The successor Rights Agent so appointed will, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice will include the name and address of the successor Rights Agent. If Parent fails to send such notice within ten (10) Business Days after acceptance of appointment by a successor Rights Agent in accordance with Section 3.4, the successor Rights Agent will cause the notice to be mailed at the expense of Parent. Section 3.4 Transition Support. The Rights Agent will cooperate with Parent, the Representative and any successor Rights Agent as reasonably requested in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including transferring the CVR Register to the successor Rights Agent. Section 3.5 Acceptance of Appointment by Successor. Every successor Rights Agent appointed pursuant to Section 3.3(b) hereunder will execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, will become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent will execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers and trusts of the retiring Rights Agent.


 
-17- ARTICLE IV COVENANTS Section 4.1 List of Holders. Parent will furnish or cause to be furnished to the Rights Agent (with a copy to the Representative) in such form as Parent receives from its transfer agent (or other agent performing similar services for Parent with respect to the stockholders of Parent), the names and addresses of the Holders of such securities within thirty (30) days of the Closing Date. Section 4.2 Payment of CVR Payment Amounts. Parent shall, promptly following receipt of Gross Proceeds with respect to a Disposition, deposit with the Rights Agent, for payment to the Holders in accordance with Section 2.4, the aggregate amount necessary to pay the CVR Payment Amount to each Holder. Section 4.3 CVR Services; Discretion and Decision-Making Authority. (a) During the Disposition Period and, if applicable, the Disposition Period Extension as it relates to the specified Disposition CVR Products, Parent shall endeavor to retain an employee or consultant of Parent (“Consultant”), on reasonable and mutually acceptable terms given the circumstances for the purposes of seeking, negotiating and executing Disposition Agreements (the “CVR Services”). Consultant shall be responsible for the pursuit of business development efforts and make recommendations to Parent on Dispositions to be consummated. Parent shall not, before the expiration of the Disposition Period or any applicable Disposition Period Extension, dispose of and/or commercialize or monetize in any manner the CVR Products except pursuant to a Disposition Agreement. (b) During the Disposition Period or the Disposition Period Extension, as applicable, Parent shall not unreasonably decline to entering into or consummating a Disposition Agreement which has been recommended by Consultant; provided that such Disposition Agreement will not cause Parent to be in violation of applicable law, expose Parent to significant liability or create unreasonable burdens or obligations on Parent. (c) Parent shall not, before the expiration of the Disposition Period or any applicable Disposition Period Extension, terminate or negatively impact the required maintenance of CVR Products or the Wind-Down Process, including by failing to preserve and maintain the CVR Products. (d) Parent shall comply with maintenance obligations relating to the intellectual property described in Schedule 1 required by any license or related term set forth in any Disposition Agreement, to the extent such intellectual property is contemplated by said Disposition Agreement. Section 4.4 Audit Right. Upon the prior written request by the Representative, Parent shall meet at reasonable times during normal business hours with the Representative to discuss the content of any CVR Payment Notice. Parent agrees to maintain, for at least one year after the last possible payment of CVR Proceeds, all books and records relevant to the calculation of a CVR Payment Amount and the amount of Gross Proceeds, Net Proceeds and Permitted Deductions. Subject to reasonable advance written notice from the Representative and prior


 
-18- execution and delivery by it and an independent accounting firm of national reputation chosen by the Representative (the “Accountant”) of a reasonable and customary confidentiality/nonuse agreement, Parent shall permit the Representative and the Accountant, acting as agent of the Representative (on behalf of the Holders), to have access during normal business hours to the books and records of Parent as may be reasonably necessary to audit the calculation of such CVR Payment Amount or the calculation of the amount of Gross Proceeds, Net Proceeds and Permitted Deductions. Section 4.5 Assignments. The Parent shall not, in whole or in part, assign any of its obligations under this Agreement other than in accordance with the terms of Section 6.3. At any time, the Representative may resign (in which case the Acting Holders shall promptly appoint a successor Representative (reasonably accept to the Parent) and may assign any of its rights or obligations under this Agreement (or this Agreement in its entirety) to any third party (reasonably acceptable to the Parent) to serve as a successor Representative, provided that such assignee executes a written joinder to this Agreement assuming the rights and duties of the Representative. The Representative will incur no liability of any kind to the Holders with respect to any action or omission by the Representative in connection with the Representative’s services in connection with this Agreement, except in the event of liability directly resulting from the Representative’s bad faith, gross negligence, fraud or willful misconduct. Section 4.6 Additional Covenants. (a) During the Disposition Period or any applicable Disposition Period Extension, Parent shall, and shall cause its Subsidiaries, licensees and rights transferees to, use Commercially Reasonable Efforts to enter into one or more Disposition Agreements as promptly as practicable following the Effective Time; provided, that Parent shall not be required to enter into a Disposition Agreement for JTX-8064, JTX-1484 or JTX-2134 unless the same reserves Parent’s and its Subsidiaries’ rights to own and operate LILRB2, LILRB4 and LILRB1 binders in multi specific formats as it relates to binders in this program. (b) As it relates to the Wind-Down Process, Parent shall continue to conduct the clinical trials in respect of the CVR Products (including the INNATE and SELECT trials) and maintain and observe clinical protocol compliance with respect to such trials, including that patients will continue to be treated with the relevant study drugs (JTX-8064 and pimivalimab for INNATE trial, and vopratelimab and pimivalimab for SELECT trial), for up to an eighteen (18) month period following the Closing Date for so long as such patients are benefiting from such clinical treatment and the generation and analysis of data related thereto (collectively, the “Clinical Protocol Compliance”), and shall provide in any Disposition Agreement that any purchaser of a CVR Product with Clinical Protocol Compliance obligations shall maintain and observe such Clinical Protocol Compliance. For the avoidance of doubt, the Clinical Protocol Compliance will not cover any new clinical trials, or new patients. (c) During the Disposition Period or any applicable Disposition Period Extension, Parent shall, and shall cause its Subsidiaries, licensees and rights transferees to, manage the inventory of drug substance and drug product, including the maintenance of ongoing stability studies and the extension of shelf life accordingly, of JTX-8064, vopratelimab,


 
-19- pimivalimab and JTX-1484, and in the case of JTX-1484, manufacture the drug substance in accordance with Parent’s plans as of the Effective Date (collectively the “CMC Activities”). (d) In the event that Parent desires to consummate a Change of Control prior to the Expiration Date, Parent or its successor, as applicable depending upon the structure of the Change of Control, will cause the Person acquiring Parent to assume Parent’s or its successor’s (as applicable depending upon the structure of the Change of Control) obligations, duties and covenants under this Agreement. No later than five (5) Business Days after to the consummation of any Change of Control, Parent will deliver to the Rights Agent an Officer’s Certificate, stating that such Change of Control complies with this Section 4.6(d) and that all conditions precedent herein relating to such transaction have been complied with. (e) Until such time as the Expiration Date occurs, (i) Parent shall, and shall cause its Subsidiaries to, maintain records in the ordinary course of business pursuant to record- keeping procedures normally used by Parent and its Subsidiaries regarding its activities (including its resources and efforts) with respect to entering into Disposition Agreements and (ii) to the extent Parent licenses, sells, assigns or otherwise transfers intellectual property and other rights (including, without limitation, all data, marketing authorizations and applications for marketing authorization), assets, rights, powers, privileges and Contracts, in each case, (A) held, owned or entered into by Parent or its Subsidiaries immediately after the effective time of a relevant Disposition, and (B) necessary for the production, development or sale of a CVR Product, Parent will require the licensee, purchaser, assignee, or transferee, as applicable to provide the information necessary for Parent to comply with its obligations under this Agreement. (f) Upon the reasonable written request from the Representative, and subject to the Representative executing a customary confidentiality agreement in the event the information provided would constitute material non-public information of Parent, Parent will provide (i) during the Disposition Period or the Disposition Period Extension, as applicable, the Representative with a written update in reasonable detail describing the progress, status and anticipated trajectory of efforts in respect of Dispositions and (ii) the anticipated timing of receiving payments in respect of such Dispositions, in each case up to one time in a fiscal quarter of each calendar year. ARTICLE V AMENDMENTS Section 5.1 Amendments without Consent of Holders. (a) Without the consent of any Holders or the Rights Agent, the Representative and Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.3; (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent, the Representative and the Rights Agent will


 
-20- consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and to ensure that the CVRs are not subject to any similar registration or prospectus requirement under applicable securities laws outside of the United States; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) to evidence the succession of another Person as a successor Rights Agent or the Representative and the assumption by any such successor of the covenants and obligations of the Rights Agent or the Representative, as applicable, herein in accordance with Section 3.3 and Section 3.4; or (vi) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders. (b) Without the consent of any Holders, Parent, the Rights Agent, in its sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce and abandon such Holder’s rights under this Agreement in accordance with Section 2.7. (c) Promptly after the execution by Parent, the Representative and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment. Section 5.2 Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent, the Representative and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders. (b) Promptly after the execution by Parent, the Representative and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.


 
-21- Section 5.3 Execution of Amendments. In executing any amendment permitted by this ARTICLE V, the Rights Agent will be entitled to receive, and will be fully protected in relying upon, an opinion of counsel selected by Parent stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise. Section 5.4 Effect of Amendments. Upon the execution of any amendment under this ARTICLE V, this Agreement will be modified in accordance therewith, such amendment will form a part of this Agreement for all purposes and every Holder will be bound thereby. ARTICLE VI OTHER PROVISIONS OF GENERAL APPLICATION Section 6.1 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed given when delivered in Person, or by overnight courier, or three (3) Business Days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows: If to the Rights Agent, to it at: [●] With a copy (which shall not constitute notice) to: [●] Attention: [●] Telephone: [●] Email: [●] If to a Holder or any or all Holders or the Representative, to it at: [●] If to Parent, to it at: Jounce Therapeutics, Inc. 780 Memorial Drive Cambridge, MA 02139 Attention: Chief Financial Officer With a copy (which shall not constitute notice) to: Jounce Therapeutics, Inc. 780 Memorial Drive Cambridge, MA 02139 Attention: General Counsel


 
-22- and Ropes & Gray LLP 800 Boylston Street Prudential Tower Boston, MA 02199-3600 Attention: [***] Email: [***] and Cooley (UK) LLP 22 Bishopsgate London EC2N 4BQ, UK Attention: [***] Email: [***] Any party may specify a different address by giving notice in accordance with this Section 6.1. Section 6.2 Notice to Holders. Where this Agreement provides for notice to Holders, such notice will be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the Holder’s address as it appears in the CVR Register, not later than the latest date, and not earlier than the earliest date, if any, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder will affect the sufficiency of such notice with respect to other Holders. Section 6.3 Successors and Assigns. Parent may assign any or all of its rights, interests and obligations hereunder in its sole discretion and without the consent of any other party, (a) to any controlled Affiliate of Parent, but only for so long as it remains a controlled Affiliate of Parent, (b) in compliance with Section 4.6(d); (c) otherwise with the prior written consent of the Acting Holders, any other Person (any permitted assignee under clause (a), (b), or (c), an “Assignee”), in each case provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any Assignee may thereafter assign any or all of its rights, interests and obligations hereunder in the same manner as Parent pursuant to the prior sentence. In connection with any assignment to an Assignee described in clause (a) above in this Section 6.3 and clause (b) above in this Section 6.3, Parent (and the other assignor) shall agree to remain liable for the performance by each Assignee (and such other assignor, if applicable) of all obligations of Parent hereunder with such Assignee substituted for Parent under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by each of Parent’s successors and each Assignee, as applicable. Subject to compliance with the requirements set forth in this Section 6.3 relating to assignments, this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successors’ ability to merge or consolidate with, or sell, issue or dispose of its stock or other equity interests or assets to, any other Person. Each of Parent’s successors and Assignees, as applicable, shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent (with copy to the


 
-23- Representative), the due and punctual payment of the CVR Proceeds and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent, as applicable. The Rights Agent may not assign this Agreement without the Representative’s written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 6.3 shall be void and of no effect. Section 6.4 Benefits of Agreement. Nothing in this Agreement, express or implied, will give to any Person (other than the Rights Agent, the Representative, Parent, Parent’s successors and Assignees, the Holders and the Holders’ successors and assigns pursuant to a Permitted CVR Transfer) any benefit or any legal or equitable right, remedy or claim under this Agreement or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the foregoing. The rights of Holders and their successors and assigns pursuant to Permitted CVR Transfers are limited to those expressly provided in this Agreement. Except for the rights of the Rights Agent and the Representative set forth herein, the Acting Holders will have the sole right, on behalf of all Holders, by virtue of or under any provision of this Agreement, to institute any action or proceeding with respect to this Agreement, and no individual Holder or other group of Holders will be entitled to exercise such rights. Reasonable expenditures incurred by such Holders in connection with any enforcement action hereunder may be deducted from any damages or settlement obtained prior to the distribution of any remainder to Holders generally. Holders acting pursuant to this provision on behalf of all Holders shall have no liability to the other Holders for such actions. Section 6.5 Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, the CVRs and all actions arising under or in connection therewith shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. (b) Each of the parties hereto (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 6.1. Each of the parties irrevocably and unconditionally (1) agrees not to commence any such action or proceeding except in the Delaware Courts, (2) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in the Delaware Courts and (4) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Courts. (c) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), INCLUDING


 
-24- ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY HERETO (A) MAKES THIS WAIVER VOLUNTARILY AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS Section 6.5(c). Section 6.6 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable provision. Section 6.7 Counterparts and Signature. This Agreement may be executed in two or more counterparts (including by an electronic scan delivered by electronic mail), each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other party, it being understood that the parties need not sign the same counterpart. Section 6.8 Termination. This Agreement will be terminated and of no force or effect, the parties hereto will have no liability hereunder (other than with respect to monies due and owing by Parent to the Rights Agent and/or the Representative), and no payments will be required to be made, upon the earliest to occur of (a) the mailing by the Rights Agent to the address of each Holder as reflected in the CVR Register of all CVR Payment Amounts (if any) required to be paid under the terms of this Agreement, and (b) the delivery of a written notice of termination duly executed by Parent and the Acting Holders. Section 6.9 Entire Agreement. This Agreement, the Cooperation Agreement and the Scheme (including the schedules, annexes and exhibits thereto and the documents and instruments referred to therein) contain the entire understanding of the parties hereto and thereto with reference to the transactions and matters contemplated hereby and thereby and supersede all prior agreements, written or oral, among the parties with respect hereto and thereto. Section 6.10 Legal Holiday. In the event that the CVR Payment Date shall not be a Business Day, then, notwithstanding any provision of this Agreement to the contrary, any payment required to be made in respect of the CVRs on such date need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the CVR Payment Date. [Remainder of Page Left Blank Intentionally]


 
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its duly authorized officers as of the day and year first above written. JOUNCE THERAPEUTICS, INC. By: Name: Title:


 
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its duly authorized officers as of the day and year first above written. [RIGHTS AGENT] By: Name: Title:


 
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its duly authorized officers as of the day and year first above written. [REPRESENTATIVE, solely in its capacity as Representative] By: Name: Title: [●] By: Name: Title:


 
Schedule 1 [***]


 
Appendix 3 The Directors’ resignation letters


 
133192929_3 [Date], 2023 Jounce Therapeutics, Inc. 780 Memorial Drive Cambridge, MA, 02139 Attention: Secretary Re: Director Letter of Resignation To Whom It May Concern: I, the undersigned, hereby irrevocably and voluntarily resign from any and all governing boards (including boards of directors, boards of managers and similar bodies), committees of governing boards on which I sit and any officer position I hold at Jounce Therapeutics, Inc. and/or any of its subsidiaries, as applicable (collectively, “Jounce”) and any other positions I hold with Jounce with effect from completion of the Business Combination (as such term is defined in press release in detailing the terms and conditions of the Business Combination to be made pursuant to Rule 2.7 of the City Code on Takeovers and Mergers, dated as of February 23, 2023), and without any need of acceptance or further action on the part of any other person; provided, that this letter of resignation shall not be effective and shall immediately terminate if the Business Combination is terminated in accordance with the terms set forth in the Co-Operation Agreement between Jounce and Redx Pharma, plc dated as of February 23, 2023. There were no disagreements between me and Jounce relative to this resignation. This letter of resignation may be executed and transmitted by .pdf, DocuSign or other form of electronic transmission, and any signature by .pdf, DocuSign or any other form of electronic transmission shall be considered an original for all purposes and shall be fully enforceable. Sincerely, [Name]


 
Exhibit 2.3





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, 2023







TABLE OF CONTENTS
Page
ARTICLE I The Mergers
SECTION 1.01.    The Mergers
SECTION 1.02.    Closing
SECTION 1.03.    Effective Time
SECTION 1.04.    Effects
SECTION 1.05.    Organizational Documents.
SECTION 1.06.    Officers
ARTICLE II Effect on the Equity of the Constituent Companies; Exchange of Equity
SECTION 2.01.    Effect on Equity
SECTION 2.02.    Exchange of Equity
SECTION 2.03.    Fractional Shares
SECTION 2.04.    Further Assurances
ARTICLE III Representations and Warranties of the Company
SECTION 3.01.    Organization, Standing and Power
SECTION 3.02.    Equity Interests
SECTION 3.03.    No Subsidiaries
SECTION 3.04.    Authority; Execution and Delivery; Enforceability
SECTION 3.05.    No Conflicts; Consents
SECTION 3.06.    No Undisclosed Liabilities
SECTION 3.07.    Intended Tax Treatment
SECTION 3.08.    Brokers
SECTION 3.09.    Tax Matters.
SECTION 3.10.    No Other Representations or Warranties
ARTICLE IV Representations and Warranties of Parent and Merger Sub
SECTION 4.01.    Capital Stock of Parent and the Parent Subsidiaries
SECTION 4.02.    No Subsidiaries of Merger Sub
SECTION 4.03.    Authority; Execution and Delivery; Enforceability
SECTION 4.04.    Intended Tax Treatment
SECTION 4.05.    No Other Representations or Warranties..
ARTICLE V Covenants
SECTION 5.01.    Conversion of Notes
SECTION 5.02.    Release of Security
SECTION 5.03.    Conduct of Business
SECTION 5.04.    Fees and Expenses
SECTION 5.05.    Public Announcements.
SECTION 5.06.    Transfer Taxes
SECTION 5.07.    Tax Matters
SECTION 5.08.    Control of Operations
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SECTION 5.09.    Takeover Laws
SECTION 5.10.    Section 16 Matters
SECTION 5.11.    Parent Board
SECTION 5.12.    Notice of Certain Events
SECTION 5.13.    Cooperation.
ARTICLE VI Condition Precedent
SECTION 6.01.    Condition to Each Party’s Obligation To Effect The Mergers
ARTICLE VII Termination, Amendment and Waiver
SECTION 7.01.    Termination
SECTION 7.02.    Effect of Termination; Procedure for Termination
SECTION 7.03.    Amendment
SECTION 7.04.    Extension; Waiver
ARTICLE VIII General Provisions
SECTION 8.01.    Non-survival of Representations and Warranties
SECTION 8.02.    Notices
SECTION 8.03.    Definitions
SECTION 8.04.    Interpretation
SECTION 8.05.    Severability
SECTION 8.06.    Counterparts; Effectiveness
SECTION 8.07.    Entire Agreement; No Third Party Beneficiaries; No Recourse
SECTION 8.08.    Assignment
SECTION 8.09.    Governing Law
SECTION 8.10.    Jurisdiction; Enforcement
SECTION 8.11.    Waiver of Jury Trial
SECTION 8.12.    Majority Holder(s)
SECTION 8.13.    Effectiveness of this Agreement
Schedules and Exhibits
Schedule 3.02 – Company Equity Interests
Schedule 5.11 – Parent Board

Exhibit A – Announcement
Exhibit B – Co-Operation Agreement
Exhibit C – Form of Letter Agreement
Exhibit D – Form of Registration Rights Agreement

ii



AGREEMENT AND PLAN OF MERGER
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”).

W I T N E S S E T H:
WHEREAS, Parent and Redx Pharma Plc, a public limited company incorporated in England and Wales (the “Target”), propose to announce a recommended all-share combination pursuant to Rule 2.7 of the Takeover Code (the “Scheme Transaction”), such announcement to be made on the date hereof in the form attached hereto as Exhibit A (the “Announcement”);
WHEREAS, substantially concurrently with the entry into this Agreement, Parent and Target are entering into that certain Co-Operation Agreement, in the form attached hereto as Exhibit B, dated as of the date hereof (the “Co-Operation Agreement”), setting out certain rights and obligations of the parties thereto in connection with and in furtherance of the Scheme Transaction;
WHEREAS, Parent and Target intend that the Scheme Transaction will be consummated on the terms and subject to the conditions set forth in the Announcement and the Co-Operation Agreement;
WHEREAS, Parent and Target intend that the Scheme Transaction will be effected by means of a scheme of arrangement of Target pursuant to Part 26 of the Companies Act (the “Scheme”);
WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, and conditional upon and effective immediately after the Scheme Transaction becoming unconditional, and immediately prior to a copy of the Court Order being delivered to the UK Companies House, the Company shall convert all of its Convertible Loan Notes into Target Shares and release the relevant security in accordance with Section 5.02, such conversion to be effective immediately prior to the Effective Time (the “Conversion”);
WHEREAS, following satisfaction of the condition set forth in Section 6.01 and immediately after the Conversion, Parent, Merger Sub and the Company desire to effect a merger of Merger Sub with and into the Company (the “Merger”) upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware Limited Liability Company Act (the “DLLCA”), which the parties hereto intend to consummate immediately prior to the consummation of the Subsequent Merger;
WHEREAS, immediately following the receipt by the parties hereto of a copy of the file-stamped First Certificate of Merger (as defined herein), Parent will cause the Surviving LLC to merge with and into Parent (the “Subsequent Merger” and together with the Merger, the “Mergers”) upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DLLCA and the Delaware General Corporation Law (the “DGCL”), which the parties hereto intend to consummate immediately prior to the consummation of the Scheme;
WHEREAS, the board of directors of Parent (the “Parent Board”), the member of Merger Sub and the manager of the Company (the “Manager”) have each determined that the
1


transactions described herein are advisable and in the best interests of their respective companies and equityholders;
WHEREAS, as a material inducement for Parent to execute and deliver this Agreement, each of the members of the Company (the “Company Members”) have executed a letter agreement with Parent, in the form attached hereto as Exhibit C (each a “Letter Agreement”), which Letter Agreement shall include a consent of such Company Member to approve this Agreement and the Transactions (collectively, the “Company Member Consents”);
WHEREAS, in connection with the Scheme, certain other equityholders of Target may participate in analogous transactions pursuant to which such equityholders and Parent would enter into similar merger agreements on terms similar to the terms set forth in this Agreement (each such equityholder, an “Electing Holder” and each such other merger agreement, an “Electing Holder Agreement”);
WHEREAS, as a condition and an inducement to the Company’s willingness to enter into this Agreement, certain equityholders of Parent are, concurrently with the execution and delivery of this Agreement, executing and delivering support agreements, dated as of the date of this Agreement (each a “Support Agreement”), pursuant to which such equityholders have, subject to the terms and conditions set forth therein, agreed to vote all of their equity of Parent in favor of the Transactions (as defined below);
WHEREAS, as a condition and an inducement to each of the parties hereto willingness to enter into this Agreement, the Company Members and Parent are, concurrently with the execution and delivery of this Agreement, executing and delivering a registration rights agreement, in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), which will become effective automatically as of the Effective Time;
WHEREAS, it is the intention of the parties hereto that, for U.S. federal income tax purposes: (a) the Mergers, taken together, will constitute an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, (b) the share-for-share exchange occurring pursuant to the Scheme Transaction, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, and (c) this Agreement constitutes a “plan of reorganization” within the meaning of Section 1.368-2(g) and 1.368-3(a) of the Treasury Regulations; and
WHEREAS, Parent, Merger Sub, and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Mergers and also to prescribe various conditions to the Mergers.
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
ARTICLE I

The Mergers
SECTION 1.01.    The Mergers.
(a)    The Merger.
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(i)    Immediately prior to the Effective Time, the issued and outstanding membership interests of Merger Sub shall consist solely of the membership interests owned as of such time directly by Parent free and clear of any Lien.
(ii)    On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DLLCA, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate limited liability company existence of Merger Sub shall cease and the Company shall continue as the surviving limited liability company (the “Surviving LLC”).
(b)    The Subsequent Merger. Immediately following the receipt by the parties hereto of a copy of the file-stamped First Certificate of Merger, on the terms and conditions set forth in this Agreement and in accordance with the DLLCA and the DGCL, the Surviving LLC shall be merged with and into Parent at the Second Effective Time. At the Second Effective Time, the separate existence of the Surviving LLC shall cease and Parent shall continue as the surviving entity (the “Surviving Company”) and shall succeed to and assume all of the rights and obligations of the Surviving LLC.
(c)    The Mergers, the issuance by Parent of Parent Common Stock in connection with the Merger (the “Share Issuance”) and the other transactions contemplated by this Agreement are referred to herein as the “Transactions”.
SECTION 1.02.    Closing. The closing of the Mergers (the “Closing”) shall take place at the offices of Sidley Austin LLP, 70 St Mary Axe, London EC3A 8BE through the execution and exchange, via .pdf copies of duly signed documents, at 5:00 pm (GMT) on the third Business Day after the condition set forth in Section 6.01 is satisfied, such earlier time after such condition is satisfied as Parent delivers to the Company the Certificate of Readiness, or at such other time and place as Parent and the Company shall agree in writing. The date on which the Closing begins is referred to herein as the “Closing Date”. On or prior to the Closing Date and prior to the Conversion and filing of the First Certificate of Merger, Parent shall deliver to the Company a certificate (the “Certificate of Readiness”) from Parent, signed by an officer of Parent, certifying that (a) Parent will file the Subsequent Certificate of Merger immediately following the Effective Time, and (b) Parent is ready, willing and able (subject to Target filing the Court Order) to consummate the Scheme immediately following the Second Effective Time.
SECTION 1.03.    Effective Time.
(a)    The Merger.
(i)    On the Closing Date and following the Conversion, the Company and Merger Sub shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “First Certificate of Merger”) duly executed in accordance with, and containing such information as is required by, Section 18-209 of the DLLCA and shall make all other filings or recordings required under the DLLCA to effectuate the Merger. The Merger shall become effective at such time as the First Certificate of Merger are duly filed with such Secretary of State, or at such other time as Parent and the Company shall agree and specify in the First Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
(ii)    The Registration Rights Agreement shall be in full force and effect with effect from the Effective Time.
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(b)    The Subsequent Merger. Immediately following the receipt by the parties hereto of a copy of the file-stamped First Certificate of Merger, the Surviving LLC and Parent shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Subsequent Certificate of Merger”) duly executed in accordance with, and containing such information as is required by, the applicable sections of the DLLCA and DGCL and shall make all other filings or recordings required under the DLLCA or DGCL, respectively, to effectuate the Subsequent Merger. The Subsequent Merger shall become effective at such time as the Subsequent Certificate of Merger are duly filed with such Secretary of State, or at such other time as Parent shall specify in the Subsequent Certificate of Merger (the time the Subsequent Merger becomes effective being the “Second Effective Time”).
SECTION 1.04.    Effects. The Mergers shall have the effects set forth in this Agreement, the First Certificate of Merger, the Subsequent Certificate of Merger and the applicable provisions of the DLLCA and DGCL.
SECTION 1.05.    Organizational Documents.
(a)    At the Effective Time, the certificate of formation and limited liability company agreement of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of formation and limited liability company agreement, respectively, of the Surviving LLC following the Merger until thereafter amended in accordance with the provisions thereof and applicable Law.
(b)    At the Second Effective Time, the articles of incorporation and by-laws of Parent, as in effect immediately prior to the Second Effective Time with such amendments as contemplated in the Announcement, shall be the articles of incorporation and by-laws, respectively, of the Surviving Company following the Subsequent Merger until thereafter amended in accordance with the provisions thereof and applicable Law.
SECTION 1.06.    Officers.
(a)    Parent and the Company shall take all necessary actions so that the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving LLC, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
(b)    Parent shall take all necessary actions so that, except as otherwise agreed between Parent and Target, the officers of Parent immediately prior to the Second Effective Time shall be the officers of the Surviving Company, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
ARTICLE II

Effect on the Equity of the
Constituent Companies; Exchange of Equity
SECTION 2.01.    Effect on Equity.
(a)    At the Effective Time, by virtue of the Merger and without any action on the part of the Company Members (as of immediately prior to the Effective Time) or the holder of any membership interests of Merger Sub:
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(i)    The membership interest of Merger Sub shall be converted into and become one validly issued, fully paid and non-assessable membership interest unit of the Surviving LLC.
(ii)    At the Effective Time, each Series A Unit and each Series B Unit of the Company (each, a “Company Interest”) that is owned by the Company, Parent, Merger Sub or any of their respective wholly owned subsidiaries shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no Parent Common Stock or other consideration shall be delivered or deliverable in exchange therefor.
(iii)    At the Effective Time, each issued and outstanding Series A Unit (other than Series A Units to be cancelled in accordance with Section 2.01(a)(ii)) shall automatically be converted into a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Series A Per Share Stock Consideration (subject to adjustment as provided in Section 2.01(a)(v)).
(iv)    At the Effective Time, each issued and outstanding Series B Unit (other than Series B Units to be cancelled in accordance with Section 2.01(a)(ii)) shall automatically be converted into a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Series B Per Share Stock Consideration (subject to adjustment as provided in Section 2.01(a)(v)).
(v)    Any revision to the Exchange Ratio (as defined in the Announcement) effected in accordance with the terms of the Announcement and the Takeover Code shall equally apply to this Agreement as it relates to the Merger Consideration.
(vi)    The shares of Parent Common Stock to be issued upon the conversion of the Company Interests pursuant to Section 2.01(a)(iii) and Section 2.01(a)(iv) are referred to collectively as “Merger Consideration”. As of the Effective Time, all such Company Interests shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and shall cease to have any rights with respect thereto, except the right to receive, in accordance with Section 2.02, the applicable Merger Consideration.
(vii)    Parent agrees that in no event shall any Company Member be deemed to be an “interested stockholder” (as such term is defined in Section 203 of the Delaware General Corporation Law) by virtue of acquiring Parent Common Stock in connection with the Transactions as contemplated hereby and Parent shall make all reasonable efforts to avoid any Company Member being considered an “interested stockholder”.
(b)    At the Second Effective Time, by virtue of the Subsequent Merger and without any action on the part of the holder of any equity of Parent or the Surviving LLC, each membership interest unit of the Surviving LLC shall be cancelled for no consideration.
SECTION 2.02.    Exchange of Equity.
(a)    At the Effective Time, Parent (on behalf of Merger Sub) shall issue to the Company Members (as of immediately prior to the Effective Time) the shares of Parent Common Stock (which shall be in non-certificated book entry form) issuable pursuant to Section 2.01 in exchange for all of the outstanding Company Interests. Such issuance of Parent
5


Common Stock shall be effected pursuant to a valid exemption from the registration requirements of the Securities Act and the rules and regulations thereunder.
(b)    The Merger Consideration issued in accordance with the terms of this Article II upon conversion of any Company Interest shall be deemed to have been issued in full satisfaction of all rights pertaining to such Company Interest. After the Effective Time there shall be no further registration of transfers on the transfer books of the Surviving LLC of Company Interests that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Interests are presented to the Surviving LLC for any reason, they shall be cancelled and exchanged as provided in this Article II.
(c)    Parent shall be entitled to deduct and withhold from the consideration otherwise payable in respect of the Transactions such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code, or under any provision of state, federal, provincial, territorial, local or foreign Tax Law; provided, however, except with respect to any payments in the nature of compensation to be made to employees or former employees on behalf of the Company and except with respect to any withholding that may result from the Company’s failure to deliver the FIRPTA Certificate (as defined herein) pursuant to Section 5.07(f), the payor shall use commercially reasonable efforts to provide the Company with a written notice of the intention to withhold at least five Business Days prior to any such withholding, along with reasonable details regarding the provisions of Law that require such deduction or withholding and use commercially reasonable efforts to minimize any such withholdings or deductions (including considering in good faith any properly completed and duly executed documentation that is provided to the payor). The parties hereto agree that no Tax shall be withheld under Section 1445 of the Internal Revenue Code on the payment to the applicable Company Members if the Company has provided Parent with the FIRPTA Certificate pursuant to Section 5.07(f). To the extent that amounts are so withheld and paid over to the appropriate taxing authority, such amounts shall be treated as paid to the Persons otherwise entitled to such amounts.
(d)    The parties agree and acknowledge that the applicable Company Members will not receive any consideration for their applicable Company Interests other than the shares of Parent Common Stock. Any amount deducted or withheld pursuant to Section 2.02(c) shall be treated for United States federal income tax purposes as a deduction or withholding of the number of shares of Parent Common Stock and not as a deduction or withholding of cash or cash equivalents.
SECTION 2.03.    Fractional Shares. Paragraph 16 (Fractional Entitlements) of the Announcement shall apply, mutatis mutandis, with respect to fractional shares of Parent Common Stock into which any Company Interests are converted hereunder and that would otherwise be issued hereunder to a holder of Company Interests.
SECTION 2.04.    Further Assurances. Each party hereto shall execute and cause to be delivered to each other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request (prior to, at or after the Closing) for the purpose of carrying out or evidencing any of the Transactions. For the avoidance of doubt, this Section 2.04 shall not require the Company’s investor director on Target’s board of directors to take or refrain from taking any actions in their capacity as a director of Target.
ARTICLE III

Representations and Warranties of the Company
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The Company represents and warrants to Parent and Merger Sub as of the date hereof and as of the Effective Time, as follows:
SECTION 3.01.    Organization, Standing and Power.
(a)    The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has all requisite limited liability company power and authority to conduct its businesses as presently conducted. The Company is duly qualified and in good standing to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties make such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to, individually or in the aggregate, be materially adverse to the Company.
(b)    The Company has made available to Parent true and complete copies of the certificate of formation of the Company, as amended to the date of this Agreement, and the operating agreement of the Company, as amended to the date of this Agreement (collectively, each as so amended, the “Company Organizational Documents”).
SECTION 3.02.    Equity Interests. All of the Company Interests have been validly issued and are fully paid and nonassessable membership interests in the Company. As of the Effective Time, no Company Interest will be subject to any Lien other than transfer restrictions generally applicable to securities under federal and state securities Laws. No Company Interest has been issued in violation of any preemptive or similar right. The Company has issued no equity interests other than those set forth in Schedule 3.02, which sets forth the record and beneficial ownership of the Company as of the date hereof, including the percentage of issued and outstanding Series A Units and Series B Units held by each Company Member. There are no outstanding warrants, options, rights of conversion, exchange, purchase or any similar rights in respect of membership interests of the Company. There are no outstanding debt securities of the Company convertible into equity securities or otherwise containing equity provisions. The Company has no agreement with any equityholder of the Company or with any other Person respecting the Company Interests. Except as set forth in the Company Organizational Documents, there are no restrictions on the transfer of any Company Interests, other than those arising from federal and state securities Laws, and there are no understandings or agreements respecting the ownership interests of the Company. The rights, privileges and preferences of the Series A Units and Series B Units are as stated in the Company Organizational Documents and as provided by the DLLCA. As of the date hereof, the Company owns 217,880,610 Target Shares and as of the Effective Time the Company will own 290,138,847 Target Shares, beneficially, free and clear of any Lien (other than transfer restrictions generally applicable to such securities under applicable Law). As of the date hereof, the Company holds the Convertible Loan Notes, which upon Conversion, would represent 72,258,237 Target Shares, free and clear of any Lien (other than transfer restrictions generally applicable to such securities under applicable Law).
SECTION 3.03.    No Subsidiaries. Other than ownership of Target Shares and Convertible Loan Notes, the Company does not have, and has never had, any subsidiaries and does not own or hold, and has never owned or held, any stock, partnership interest, joint venture interest or any other equity interest in any other Person.
SECTION 3.04.    Authority; Execution and Delivery; Enforceability.
(a)    The Company has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party or is to become a party, to perform and comply with each of its obligations under this Agreement and such Ancillary
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Agreements and to consummate the Transactions. Assuming concurrent delivery of the Company Member Consents, the execution and delivery by the Company hereof and thereof, the performance and compliance by the Company with each of its obligations herein and therein and the consummation by the Company of the Transactions have been duly authorized by all necessary limited liability company action on the part of the Company. The Company has duly executed and delivered this Agreement and the Ancillary Agreements to be entered into as of the date of this Agreement to which it is a party and, assuming the due authorization, execution and delivery by Parent and Merger Sub of this Agreement and the Ancillary Agreements to which it is a party, this Agreement and such Ancillary Agreements constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.
(b)    The only vote of the Company necessary to approve this Agreement, the Ancillary Agreements to which it is a party, the Merger and the other Transactions is the approval of this Agreement by the Manager and the Company Members, which Company Member Consents have been provided in the Letter Agreement with the Company Members.
SECTION 3.05.    No Conflicts; Consents.
(a)    The execution and delivery by the Company of this Agreement does not, and the execution and delivery by the Company of the Ancillary Agreements to which it is a party and the consummation of the Merger and the other Transactions and compliance with and performance of the terms hereof and thereof will not result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent or any right of termination, cancellation, acceleration or material modification of any obligation or right, or result in the creation of any Lien upon any of the properties or assets of the Company under, any provision of (i) the Company Organizational Documents, (ii) any Contract to which the Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment or Law applicable to the Company or its respective properties or assets.
(b)    No consent, approval, waiver, license, permit, franchise, authorization or Judgment (“Consent”) of, or registration, declaration, notice, report, submission or other filing (“Filing”) with, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery of this Agreement or any of the Ancillary Agreements, the performance hereof or thereof or the consummation of the Transactions, other than (i) any Filings required under applicable Regulatory Laws, (ii) the filing of the First Certificate of Merger and Subsequent Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) such other Consents and Filings the failure of which to obtain or make has not had and would not reasonably be expected to, individually or in the aggregate, be materially adverse to the Company or materially impair the Company to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions.
SECTION 3.06.    No Undisclosed Liabilities. Other than ownership of Target Shares and Convertible Loan Notes and activities incident thereto, the Company does not, and has not engaged in, any business activities, incurred any liabilities or obligations or held any other investments. Without limiting the generality of the foregoing, the Company (i) has no, and has never had any, employees or consultants, (ii) does not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) other than liabilities arising out of or in connection with this Agreement or the Transactions and/or liabilities incident to the ownership of
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the Target Shares and Convertible Loan Notes, which are not material in the aggregate, (iii) except for its ownership of the Target Shares, the Convertible Loan Notes and its rights under its organizing documents, the Company does not own or lease, and has never owned or leased, any real property or personal property, (iv) except for the Company’s organizing documents or pursuant to, or as contemplated by, this Agreement, is not a party to or bound by any contract or arrangement which will survive the Closing, (v) has never adopted, assumed or administered any employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, or any other employee compensation and benefit, retirement, pension, health, welfare, equity or equity-based incentive, severance, retention, employment (including offer letters), consulting, change-of-control, bonus, incentive, deferred compensation, employee loan, or fringe benefit plans, agreements, programs, policies, commitments or other arrangements, and (vi) owes no income Taxes.
SECTION 3.07.    Intended Tax Treatment. The Company has not taken any action or failed to take any action or knows of any fact, agreement, plan or other circumstance, in each case that could reasonably be expected to, to the knowledge of the Company, jeopardize the qualification of the Intended Tax Treatment.
SECTION 3.08.    Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger or the other Transactions based upon arrangements made by or on behalf of the Company.
SECTION 3.09.    Tax Matters.
(a)    All income and other material Tax Returns of the Company: (i) have been timely filed on or before the applicable due date (taking into account any applicable extensions of such due date) with the appropriate Governmental Entity and (ii) are true, correct and complete in all material respects. All income and other material Taxes due and payable by the Company have been timely paid in full, whether or not shown to be due on any Tax Returns.
(b)    All material Taxes that the Company is (or has) been required to deduct, collect or withhold have been duly deducted, collected or withheld and, to the extent required by applicable Law when due, have been duly, timely and properly paid to the proper Governmental Entity, and the Company has complied with all related reporting and recordkeeping requirements in all material aspects.
(c)    To the knowledge of the Company the Company is not currently under, and has not been within the past five years the subject of, any audit, proceeding, examination or other administrative or court proceeding for or relating to any liability in respect of material Taxes or material Tax Returns by any Governmental Entity and the Company has not been notified in writing by any Governmental Entity that any such audit, examination or other administrative or court proceeding involving material Taxes or material Tax Returns is contemplated or pending. No waiver or agreement by or with respect to the Company is in force for the extension of time for the payment, collection or assessment of any material Taxes or material Tax Returns (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course). No material claim has been made in writing to the Company by any Governmental Entity in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by, or required to file Tax Returns in, that jurisdiction. Each deficiency resulting from any completed audit or examination relating to material Taxes by any Governmental Entity has been timely paid or is being contested in good faith and has been adequately reserved for on the books of the Company.
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(d)    There are no Liens for Taxes on any asset of the Company other than Liens for Taxes not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings and has been adequately reserved for on the books of the Company.
(e)    The Company will not be required to include any material amount in taxable income or exclude any material item of deduction or loss from taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) executed on or prior to the Closing, (ii) any deferred intercompany gain or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision or administrative rule of federal, state, local or foreign Law) in existence on or prior to the Closing, (iii) any installment sale or open transaction disposition made on or prior to the Closing, (iv) any prepaid amount received on or prior to the Closing Date or any deferred revenue in existence at the Closing, or (v) any change in method of accounting under Section 481 of the Code (or any corresponding or similar provision of state, local or foreign Law) for a taxable period ending on or prior to the Closing Date.
(f)    The Company is not party to or bound by any written agreement relating to allocating or sharing the payment of, or liability for, Taxes, other than agreements entered into in the ordinary course of business the primary purpose of which does not relate to Tax. The Company does not have any liability for the Taxes of any Person under Treasury Regulation §1.1502-6 (or any similar provision of state, local or foreign applicable Law), as a transferee or successor, by contract (other than contracts entered into in the ordinary course of business the primary purpose of which does not relate to Tax) or otherwise by operation of Law.
(g)    The Company has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or of any group that has filed a combined, consolidated or unitary return under U.S. federal, state, local or foreign applicable Law, other than a group the common parent of which is the Company.
(h)    The Company has not participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (or any similar provision of applicable Law).
(i)    The Company has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement.
(j)    No closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings relating to Taxes or Tax Returns have been entered into, issued by, or requested from any Governmental Entity with or in respect of the Company.
(k)    The Company is not (and has not been for the five-year period ending at Closing) a “United States real property holding corporation” as defined in Section 897(c)(2) of the Code and the applicable Treasury Regulations.
(l)    For U.S. federal income Tax purposes, the Company has at all times been treated as a corporation and has filed all of its Tax Returns in a manner consistent with the treatment set forth in this Section 3.09(l).
SECTION 3.10.    No Other Representations or Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS Article III, THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY
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WITH RESPECT TO THE COMPANY OR ANY OF ITS AFFILIATES, EQUITYHOLDERS OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES, EQUITY INTERESTS, BUSINESSES, OPERATIONS, FUTURE REVENUE, PROFITABILITY OR SUCCESS, AND THE COMPANY HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY, IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING HEREIN SHALL EXCUSE ANY FRAUD COMMITTED, OR IMPAIR OR PRECLUDE RECOVERY IN RESPECT OF FRAUD.
ARTICLE IV

Representations and Warranties of Parent and Merger Sub
Except as Disclosed (as such term is defined in the Announcement), Parent and Merger Sub jointly and severally represent and warrant to the Company as of the date hereof and as of the Effective Time, as follows:
SECTION 4.01.    Capital Stock of Parent and the Parent Subsidiaries.
(a)    The Parent Common Stock to be issued in connection with the Merger will, when issued pursuant to the Merger, be duly and validly issued as fully paid and non-assessable common shares in the capital of Parent and be free and clear of any Liens applicable to Parent.
(b)    The issued and outstanding membership interests of Merger Sub consist solely of membership interests owned as of such time directly by Parent free and clear of any Lien.
SECTION 4.02.    No Subsidiaries of Merger Sub. Merger Sub has no, and has never had any, subsidiaries and does not own or hold, and has never owned or held, any stock, partnership interest, joint venture interest or any other equity interest in any other Person.
SECTION 4.03.    Authority; Execution and Delivery; Enforceability.
(a)    Each of Parent and Merger Sub has the requisite power and authority to enter into and perform its obligations under this Agreement and the Ancillary Agreements.
(b)    This Agreement constitutes, and Ancillary Agreements to which it is or will become a party will constitute, the legal, valid and binding obligations of each of Parent and Merger Sub according with their respective terms.
(c)    The execution and delivery of, and performance of each of Parent and Merger Sub under, this Agreement and the Ancillary Agreements will not:
(i)    result in any breach of any provision of its respective constitutional documents;
(ii)    result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound; or
(iii)    result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound.
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SECTION 4.04.    Intended Tax Treatment. Neither Parent nor any subsidiary of Parent has taken any action or failed to take any action or knows of any fact, agreement, plan or other circumstance, in each case that could reasonably be expected to, to the knowledge of Parent, jeopardize the qualification of the Intended Tax Treatment.
SECTION 4.05.    No Other Representations or Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV AND THE CO-OPERATION AGREEMENT, PARENT AND MERGER SUB MAKE NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PARENT, MERGER SUB OR ANY OF THEIR RESPECTIVE AFFILIATES, EQUITYHOLDERS, OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES, BUSINESSES, OPERATIONS, FUTURE REVENUE, PROFITABILITY OR SUCCESS, AND PARENT AND MERGER SUB HEREBY DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY, IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING HEREIN SHALL EXCUSE ANY FRAUD COMMITTED, OR IMPAIR OR PRECLUDE RECOVERY IN RESPECT OF FRAUD.
ARTICLE V

Covenants
SECTION 5.01.    Conversion of Notes. Immediately after the Company’s receipt of the Certificate of Readiness, subject to the satisfaction of the condition set forth in Section 6.01, the Company will convert all of its Convertible Loan Notes into Target Shares in accordance with clause 7 (Conversion) of the Note Purchase Agreement, conditional upon the Court Order with respect to the Scheme having been issued and with effect immediately prior to the Effective Time.
SECTION 5.02.    Release of Security. Prior to the Conversion, the Company agrees to execute any documents, promptly take any and all action which may be necessary to release or discharge (as appropriate) the Charged Property (as defined in the UK Security Agreement) from the security constituted by the UK Security Agreement and release and discharge the Chargors (as defined in the UK Security Agreement) from all obligations, undertakings and liabilities related to the Charged Property, provided that such release or discharge shall be conditional upon and effective immediately on the occurrence of the Conversion.
SECTION 5.03.    Conduct of Business(a)    . Except as expressly required by this Agreement or by applicable Law, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any other Person to on behalf of the Company, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):
(a)    amend, authorize or propose to amend its certificate or articles of incorporation, by-laws, limited liability company operating agreement or other comparable charter or organizational documents;
(b)    enter into, amend or modify any voting agreements or other agreements, rights of first refusal, preemptive rights, investor rights or other rights relating to the voting, ownership or transfer of equity of the Company;
(c)    sell or otherwise transfer (other than transfers to effect the Transactions), assign, or otherwise dispose of or abandon, license, encumber or otherwise allow the creation of
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any Lien on any assets of the Company, including the Target Shares and the Convertible Loan Notes;
(d)    create, or authorize the creation of, or issue, or authorize the issuance of any debt or equity security of the Company (including Series A Units and Series B Units) or create any Lien or incur other Indebtedness for borrowed money, including but not limited to obligations and contingent obligations under guarantees;
(e)    enter into any contracts or arrangements not contemplated by the Scheme Transaction, or hire any employees; or
(f)    take any action that would render any of the Company’s representations and warranties in Article III untrue on the Closing Date.
SECTION 5.04.    Fees and Expenses. Except as otherwise provided herein and in the Letter Agreement, all fees and expenses incurred in connection with the Mergers and the other Transactions, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid (i) by the party incurring such fees or expenses or (ii), in respect of those fees and expenses incurred by the Company, by the Company Members and not by the Company, whether or not the Mergers are consummated.
SECTION 5.05.    Public Announcements. Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the Mergers and the other Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except to the extent (a) required by Law, court process, or by obligations pursuant to any listing agreement with any national securities exchange, or (b) any information about the other party (or parties, as applicable) is in the public domain (including for the avoidance of doubt by virtue of its disclosure in the Announcement, Scheme or the proxy statement to be filed by Parent in connection with the Transactions).
SECTION 5.06.    Transfer Taxes.
(a)    All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes imposed on Merger Sub, the Company, the Surviving LLC or the Surviving Company (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be borne by the Company, unless any analogous transfer Taxes are payable by Parent under the Scheme, in which case, Transfer Taxes shall be borne by Parent; provided, that Parent and its Affiliates do not take any position or action inconsistent with Sections 5.06(b) and (c) below.
(b)    The parties acknowledge and agree that the Subsequent Merger is intended to be effected at such time as the shares in Target remain admitted to trading on AIM and therefore any actual or deemed transfer of shares in Target (for United Kingdom Tax purposes) should be exempt from United Kingdom stamp duty and United Kingdom Stamp Duty Reserve Tax.
(c)    Notwithstanding Section 5.06(b) above, in respect of the transfer by operation of law of the shares in Target pursuant to the Subsequent Merger, the parties acknowledge that a stock transfer form will be entered into between Parent and the Company on the Closing Date documenting the change of ownership of the shares in Target for no consideration and for which “Certificate 2” shall be certified to reflect the exemption noted at Section 5.06(b) in the event that the market value rule in section 47 Finance Act 2019 applies to
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the transaction to deem market value consideration to be given for the change in ownership for UK stamp duty purposes. The Company shall take such commercially reasonable steps as required to ensure that such shares are in certificated form on the date such stock transfer form is entered into. Parent acknowledges and agrees that nothing in this Agreement or the irrevocable undertaking given by the Company to Parent on or around the date of this Agreement shall prevent such stock transfer form being delivered or such other steps as are reasonably required by the Company to document the change in ownership of the shares in Target pursuant to the Subsequent Merger in the manner contemplated by this Section 5.06(c).
SECTION 5.07.    Tax Matters.
(a)    It is the intention of the parties hereto that, for U.S. federal income tax purposes: (i) the Mergers, taken together, will constitute an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, (ii) the share-for-share exchange occurring pursuant to the Scheme Transaction will constitute a transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, and (iii) this Agreement constitutes a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the Treasury Regulations (clauses (i) through (iii), collectively, the “Intended Tax Treatment”). Unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code (or a similar determination under applicable state or local Law), the parties to this Agreement shall file all U.S. federal, state and local Tax Returns in a manner consistent with the Intended Tax Treatment, and no party shall take or cause another to take, a position or action inconsistent with such treatment, or fail to take, or knowingly fail to cause another to take, a position or action, where the failure to take such position or action is inconsistent with such treatment.
(b)    Parent shall not take any action that is not contemplated by this Agreement and that would result in the failure to satisfy the continuity of business enterprise requirement of Treasury Regulations Section 1.368-1(d) in connection with the Transactions.
(c)    Parent covenants that neither Parent, Parent’s subsidiaries, nor a “related person” (as defined for purposes of Treasury Regulations Section 1.368-1(e)(4)) with respect to Parent (a “Related Person”), nor any entity or arrangement that is treated as a partnership for federal income tax purposes and in which Parent, Parent’s subsidiaries, or a Related Person is treated for federal income tax purposes as owning a direct or indirect interest, will, in connection with the Mergers (as determined for purposes of Treasury Regulations Section 1.368-1(e)), redeem or otherwise acquire any of the shares of Parent Common Stock transferred in connection with the Mergers, such that the continuity of interest requirement of Treasury Regulations Section 1.368-1(e) is not satisfied.
(d)    The Company and the Company Members jointly covenant that the Company will not distribute or otherwise dispose of, or caused to be distributed or otherwise disposed of, any of the assets held by the Company, such that the “substantially all of the properties” requirement described in Section 368(a)(1)(C) of the Internal Revenue Code and Rev. Proc. 77-37, 1977-2 C.B. 568 is not satisfied.
(e)    Each of Parent, Merger Sub and the Company hereby adopts this Agreement as a plan of reorganization within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the Treasury Regulations.
(f)    Prior to the Effective Time, the Company shall deliver to Parent (i) a certificate, prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the
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Internal Revenue Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Internal Revenue Code, and (ii) a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2) (the certificate and notice, collectively the “FIRPTA Certificate”).
SECTION 5.08.    Control of Operations. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.
SECTION 5.09.    Takeover Laws. Parent and the Parent Board shall (a) take no action to cause any Takeover Law (other than the Takeover Code) to become applicable to this Agreement, the Mergers or any of the Transactions and (b) if any Takeover Law (other than the Takeover Code) is or becomes applicable to this Agreement, the Mergers or any of the Transactions, use its reasonable best efforts to ensure that the Mergers and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Takeover Law with respect to this Agreement, the Mergers and the other Transactions.
SECTION 5.10.    Section 16 Matters. Prior to the Effective Time, Parent and the Company shall use reasonable efforts to take all such steps as may be required to cause any acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act. Parent and the Company shall provide to counsel to the other party copies of the resolutions to be adopted by their respective boards of directors or other governing body to implement the foregoing, and the Company shall notify Parent of any actions required in this regard reasonably in advance of the time required for performance.
SECTION 5.11.    Parent Board.
(a)    As a condition and an inducement to the Company’s willingness to enter into this Agreement, the Parent Board is, concurrently with the execution and delivery of this Agreement, adopting resolutions (the “Parent Board Resolutions”) effective as of immediately prior to the Effective Time (i) increasing the Parent Board to nine directors and (ii) appointing to the Parent Board the natural person set forth on Schedule 5.11 (such right to appoint such natural person on Schedule 5.11 and the right to appoint any successor or replacement of such natural person to the Parent Board after the Effective Time, collectively, the “RM Appointment Rights” and such natural person (or such natural person’s successor or replacement), the “RM Director”)). As of the Closing Date, such Parent Board Resolutions remain in full force and effect and have not been modified, rescinded, amended or withdrawn.
(b)    For so long as the Company Members (as of immediately prior to the Effective Time) and their Affiliates collectively hold a number of shares of Parent Common Stock representing at least 10% of the outstanding shares of Parent Common Stock, such Company Members shall have the RM Appointment Rights, it being understood and agreed, for the avoidance of doubt, that upon such time as such Company Members and their Affiliates shall collectively hold less than such amount, the then-existing RM Director shall have the right to continue to serve on the Parent Board until the end of such RM Director’s applicable term; provided, for the avoidance of doubt, the RM Appointment Rights and the rights and restrictions under Section 5.11(a) shall immediately cease and terminate upon such Company Members and their Affiliates collectively holding such number of shares of Parent Common Stock representing
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less than 10% of the outstanding shares of Parent Common Stock. From and after the date of the Parent Board Resolutions, and so long as the Company Members (as of immediately prior to the Effective Time) have the RM Appointment Rights, Parent shall not increase the size of the Parent Board beyond nine directors without the consent of the RM Director. In the event any RM Director is unable or unwilling to serve as a director on the Parent Board, then prior to the Effective Time (with respect to the initial RM Director set forth on Schedule 5.11) and otherwise for so long as the RM Appointment Rights remain in effect, the Parent Board will take all action as is reasonably necessary to appoint an alternative or replacement RM Director to the Parent Board as designated by the Company Members (as of immediately prior to the Effective Time).
SECTION 5.12.    Notice of Certain Events. During the period from the date of this Agreement until the Closing, each of Parent, Merger Sub and the Company shall promptly notify the other parties hereto of:
(a)    any material written notice or other material written communication from any Governmental Entity delivered in connection with the Transactions; or
(b)    any event, condition, fact or circumstance that would make the timely satisfaction of the condition set forth in Section 6.01 impossible or reasonably unlikely to occur.
SECTION 5.13.    Cooperation.From the date hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, in order to assist Parent in connection with meeting certain regulatory clearance conditions set forth in Appendix 1 of the Announcement, the Company shall, and shall use commercially reasonable efforts to cause its Affiliates (to the extent necessary) to, upon Parent’s reasonable request, reasonably cooperate (subject to, and in accordance with, applicable Law) with Parent in the preparation of any filings, including notifications and responses to requests for information, with Governmental Entities that may be reasonably necessary or advisable under applicable Laws (including an obligation by the Company to make any filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 to the extent required to be made by the Company, the fees and expenses of which will be paid by Parent) in order to obtain all authorizations, consents, orders and approvals of Governmental Entities (including, for the avoidance of doubt, any regulatory clearances) that may be or become necessary or advisable, to consummate and make effective as promptly as reasonably practicable the performance of the transactions contemplated by the Co-Operation Agreement and the Announcement. To the extent necessary, the Company Members or their Affiliates, as applicable, shall have primary responsibility for responding to any requests for information addressed to the Company Members or their Affiliates, as applicable, which are received from any Governmental Entity or for any notifications to any Governmental Entity for which the Company Members, or their Affiliates, as applicable, have the principal legal obligation to make under applicable Laws, and the obligations on the Company set out in this Section 5.13 shall then apply to Parent mutatis mutandis.
ARTICLE VI

Condition Precedent
SECTION 6.01.    Condition to Each Party’s Obligation To Effect The Mergers. The respective obligation of each party to effect the Mergers is subject to the satisfaction or waiver on or prior to the Closing Date of the condition that the Court shall have issued the Court Order.
ARTICLE VII

Termination, Amendment and Waiver
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SECTION 7.01.    Termination. This Agreement may be terminated at any time prior to the Effective Time:
(a)    by mutual written consent of Parent, Merger Sub and the Company, subject to any required Panel consent; or
(b)    by either Parent or the Company:
(i)    if the Co-Operation Agreement has terminated or expired for any reason; or
(ii)    if the Effective Time has not occurred by the Long Stop Date.
The right of any party hereto to terminate this Agreement pursuant to this Section 7.01 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto, any Person controlling any such party or any of their respective officers or directors, whether prior to or after the execution of this Agreement.
SECTION 7.02.    Effect of Termination; Procedure for Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Merger Sub or the Company, other than Section 5.04, this Section 7.02 and Article VIII, which provisions shall survive such termination; provided, however, that nothing contained in this Section 7.02 shall relieve any party hereto from any liability for any willful and material breach of a representation or warranty or any willful and material breach of any covenant contained in this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver pursuant to Section 7.04 shall, in order to be effective, require written notice thereof to the other parties hereto as contemplated by Section 8.02.
SECTION 7.03.    Amendment. This Agreement may be duly amended by the parties hereto at any time before or after approval of the matters presented in connection with the Mergers. Without limiting the terms of Section 7.04, this Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.
SECTION 7.04.    Extension; Waiver. At any time prior to the Effective Time, the parties hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and/or (c) waive compliance with any of the covenants, agreements or conditions contained herein which may legally be waived. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.
ARTICLE VIII

General Provisions
SECTION 8.01.    Non-survival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties set forth in Section 5.07 or which by its terms contemplates performance after the Effective Time.
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SECTION 8.02.    Notices. Any notice required to be given hereunder shall be sufficient if in writing and shall be deemed to have been duly given (a) if by reliable overnight delivery service (with proof of service) or hand delivery, on the next Business Day or (b) if sent by email, on the date delivered (provided some form of confirmation email receipt is obtained), in each case as addressed as follows:
(a)    if to Parent or Merger Sub, to
Jounce Therapeutics, Inc.
780 Memorial Drive
Cambridge, MA 02139
Attention: Kim Drapkin, Treasurer and Chief Financial Officer
Email: [***]
with a copy to (which will not constitute notice):
Ropes & Gray LLP
800 Boylston Street
Prudential Tower
Boston, MA 02199-3600
Attention:    Christopher D. Comeau
    Emily J. Oldshue
Email:    [***]
    [***]    

(b)    if to the Company, to
c/o Redmile Group, LLC
One Letterman Drive, Suite D3-300
San Francisco, CA 94129
Attention: Jennifer Ciresi
Email: [***]
with a copy to (which will not constitute notice):
Sidley Austin LLP
One South Dearborn
Chicago, Illinois 60603
Attention:    Scott R. Williams
    Ian Helmuth
    Cameron S. Stanton
Email:    [***]
    [***]
    [***]
SECTION 8.03.    Definitions. For purposes of this Agreement:
An “Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. For purposes of Section 5.11(b), Affiliates of any Company Member shall be deemed to include any investment fund, investment account, investment vehicle or holding company that is managed or advised by Redmile Group, LLC. “control” has the meaning specified in Rule 405 under the Securities Act.
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Ancillary Agreement” means the Registration Rights Agreement, the Support Agreements, the Letter Agreement and any other agreement entered into in by the parties hereto in connection with the Transactions.
Business Day” has the meaning set forth in the Co-Operation Agreement.
Companies Act” means the UK Companies Act 2006.”
Confidentiality Agreement” means the confidentiality agreement between Target and Parent, as amended, supplemented or otherwise modified from time to time.
Convertible Loan Notes” has the meaning set forth in the Announcement.
Court” has the meaning set forth in the Co-Operation Agreement.
Court Order” has the meaning set forth in the Co-Operation Agreement.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
Exchange Act” means the United States Securities Exchange Act of 1934.
Governmental Entity” means any government or any arbitrator, tribunal or court of competent jurisdiction, administrative agency or commission or enforcement body or other governmental or quasi-governmental authority or instrumentality (in each case whether federal, state, provincial, territorial, local, foreign, international or multinational).
Indebtedness” means, without duplication, (a) any indebtedness or other obligation for borrowed money, whether current, short-term or long-term and whether secured or unsecured; (b) any indebtedness evidenced by any note, bond, debenture or other security or similar instrument, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (c) any liabilities or obligations with respect to interest rate swaps, collars, caps and similar hedging obligations or other financial agreements or arrangements entered into for the purpose of limiting or managing interest rate risks; (d) any monetary obligations under any leasing or other capitalized lease obligations; (e) all obligations issued, undertaken or assumed as the deferred purchase price of property or services; (f) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments; (g) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property); (h) any direct or indirect liability, contingent or otherwise, with respect to any indebtedness, lease, dividend or other obligation if the primary purpose or intent of incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (i) all guaranties, endorsements and assumptions in respect of the foregoing clauses (a) through (i).
Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.
IRS” means the United States Internal Revenue Service.
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Judgment” means any judgment, order, decree, award, ruling, decision, verdict, subpoena, injunction or settlement entered, issued, made or rendered by any Governmental Entity (in each case whether temporary, preliminary or permanent).
Law” means any federal, state, provincial, territorial, local, foreign, international or multinational treaty, constitution, statute or other law, ordinance, rule or regulation (including, for the avoidance of doubt, the Takeover Code).
Lien” means any mortgage, lien, security interest, debenture, pledge, reservation, equitable interest, charge, easement, lease, sublease, conditional sale or other title retention agreement, right of first refusal, repurchase right, hypothecation, covenant, servitude, right of way, variance, option, warrant, claim, community property interest, restriction (including any restriction on use, voting, transfer, alienation, receipt of income or exercise of any other attribute of ownership) or encumbrance of any kind and including any lien or charge arising by Law.
Long Stop Date” means July 31, 2023, or such later date as may be agreed in writing Parent and Target (with the Panel’s consent and as the Court may approve (if such approval is required)).
Nasdaq” means The NASDAQ Global Select Market.
Note Purchase Agreement” means the note purchase agreement, dated June 29, 2020, in respect of sterling convertible notes in an aggregate amount of the sterling equivalent of $29,000,000 entered into by the Target (as issuer) with the Company and Sofinnova Crossover I SLP (as purchasers), Global Loan Agency Services Limited (as purchasers’ representative) and GLAS Trust Corporation Limited (as security agent).
Ordinary Course of Business” means, with respect to an action taken by any Person, an action that is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of the business of such Person.
Panel” means the UK Panel on Takeover and Mergers.
Parent Common Stock” means the shares of common stock, par value $0.001 per share, of Parent.
Parent Subsidiary” means any subsidiary of Parent.
Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental Entity or other entity.
Proceeding” means any suit, action, proceeding, arbitration, mediation, audit, hearing, inquiry or, investigation (in each case, whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity.
Regulatory Law” means the Sherman Act of 1890, the Clayton Antitrust Act of 1914, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including any antitrust, competition or trade regulation Laws, that are designed or intended to (a) prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition or (b) protect the national security or the national economy of any nation.
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Representatives” means, with respect to any Person, any officer, director and/or employee of such Person or any financial advisor, attorney, accountant or other agent, advisor or representative of such Person.
Scheme Per Share Stock Consideration” means the number of shares of Parent Common Stock payable in respect of each of the Scheme Shares (as defined in the Announcement) under the terms of the Scheme as determined by the Exchange Ratio (as defined in the Announcement).
SEC” means the United States Securities and Exchange Commission.
Securities Act” means the United States Securities Act of 1933.
Series A Per Share Stock Consideration” means a number of shares of Parent Common Stock calculated as follows: (a) (i) the aggregate number of Target Shares held by the Company (other than Target Shares received as a result of the conversion of the Convertible Loan Notes pursuant to Section 5.01) immediately prior to the Effective Time, multiplied by (ii) the Scheme Per Share Stock Consideration, the product of which shall be divided by (b) the aggregate number of issued and outstanding Series A Units immediately prior to the Effective Time.
Series A Unit” means the membership interests of the Company designated as “Series A” in the Company Organizational Documents.
Series B Per Share Stock Consideration” means a number of shares of Parent Common Stock calculated as follows: (a) (i) the aggregate number of Target Shares held by the Company immediately prior to the Effective Time that were received by the Company as a result of the conversion of the Convertible Loan Notes pursuant to Section 5.01 multiplied by (ii) the Scheme Per Share Stock Consideration, the product of which shall be divided by (b) the aggregate number of issued and outstanding Series B Units immediately prior to the Effective Time.
Series B Unit” means the membership interests of the Company designated as “Series B” in the Company Organizational Documents.
A “subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.
Target Share” means the existing unconditionally allotted or issued and fully paid ordinary shares of 1 pence each in the capital of Target and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective.
Takeover Code” means the City Code on Takeovers and Mergers.
Takeover Laws” means any “business combination,” “control share acquisition,” “fair price,” “moratorium” or other antitakeover Laws.
Taxes” means (a) any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or added minimum, ad valorem, value-added, transfer or excise tax, or other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty imposed by any Governmental Entity, and (b) liability for amounts described in (a) as a result of being or having been a member of any group of corporations that files, will
21


file, or has filed Tax Returns on a combined, consolidated or unitary basis, or as a result of being a transferee or successor.
Tax Return” means any return, declaration, statement, report, schedule, form, information return or similar statement required to be filed with respect to any Tax, including any amended Tax return, claim for refund, or declaration of estimated Tax.
Third Party” means any Person or group (as defined under Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) other than, in the case of the Company, Parent and its Affiliates, and, in the case of Parent, the Company and its Affiliates.
Treasury Regulations” means the income tax regulations, including any temporary regulations, from time to time promulgated under the Internal Revenue Code.
UK Security Agreement” means the English law debenture dated July 21, 2020 between the Security Agent and the Chargor(s) (each as defined in the UK Security Agreement).
Index of Other Defined Terms
Affiliate    23
Agreement    3
Ancillary Agreement    23
Announcement    3
Business Day    23
Certificate of Readiness    5
Closing    5
Closing Date    5
Companies Act    23
Company    3
Company Member Consent    4
Company Members    4
Company Organizational Documents    10
Confidentiality Agreement    23
Consent    11
control    23
Conversion    3
Convertible Loan Notes    23
Co-Operation Agreement    3
Court    23
Court Order    23
DGCL    4
DLLCA    3
Effective Time    6
Electing Holder    4
Electing Holder Agreement    4
Exchange Act    23
Filing    11
FIRPTA Certificate    18
First Certificate of Merger    6
Governmental Entity    24
Indebtedness    24
Intended Tax Treatment    18
Internal Revenue Code    24
IRS    24
22


Judgment    24
Law    24
Letter Agreement    4
Lien    24
Long Stop Date    25
Majority Holder(s)    32
Manager    4
Merger    3
Merger Consideration    8
Merger Sub    3
Mergers    4
Nasdaq    25
Note Purchase Agreement    25
Ordinary Course of Business    25
Panel    25
Parent    3
Parent Board    4
Parent Board Resolutions    19
Parent Common Stock    25
Parent Subsidiary    25
Person    25
Proceeding    25
Registration Rights Agreement    4
Regulatory Law    25
Related Person    18
Representatives    25
RM Appointment Rights    19
RM Director    19
Scheme    3
Scheme Per Share Stock Consideration    25
Scheme Transaction    3
SEC    25
Second Effective Time    6
Securities Act    26
Series A Per Share Stock Consideration    26
Series A Unit    26
Series B Per Share Stock Consideration    26
Series B Unit    26
Share Issuance    5
Subsequent Certificate of Merger    6
Subsequent Merger    3
subsidiary    26
Support Agreement    4
Surviving Company    5
Surviving LLC    5
Takeover Code    26
Takeover Laws    26
Target    3
Target Share    26
Tax Return    27
Taxes    26
Third Party    27
Transactions    5
Transfer Taxes    17
23


Treasury Regulations    27
UK Security Agreement    27

SECTION 8.04.    Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents, table of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limiting the generality of the foregoing”. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.
SECTION 8.05.    Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that Transactions are fulfilled to the extent possible.
SECTION 8.06.    Counterparts; Effectiveness. This Agreement may be executed in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and conditions of this Agreement.
SECTION 8.07.    Entire Agreement; No Third Party Beneficiaries; No Recourse.
(a)    This Agreement, the Ancillary Agreements and the Confidentiality Agreement (although any provisions of the Confidentiality Agreement conflicting with this Agreement shall be governed by this Agreement), (i) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the Transactions, and (ii) except for solely with respect to each Affiliate and Representative of Parent and its successors and assigns, are not intended to confer upon any Person other than the parties any rights or remedies. Notwithstanding the immediately preceding sentence, from and after the Closing, each Company Member shall be a third party beneficiary to this Agreement and shall be entitled to enforce any and all provisions hereof and any rights of the
24


Company hereunder, provided that any enforcement or exercise of rights on behalf of all Company Members must be effective by the Majority Holders or through a duly constituted and authorized single representative of the Company Members.
(b)    Except as expressly provided in Section 8.07(a), this Agreement may only be enforced against, and a claim or cause of action based upon, arising out of, or related to this Agreement may only be brought by, the expressly named parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party hereto, no present, former or future Affiliate, officer, director, manager, employee, incorporator, member, partner, limited partner, stockholder, agent, attorney or other Representative of any party or their Affiliates shall have any liability for any obligations or liabilities set forth in this Agreement, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties, agreements or covenants of any party under this Agreement for any claim based upon, in respect of, or by reason of, the Transactions or in respect of any representations made or alleged to have been made in connection herewith or therewith. The provisions of this Section 8.07(b) are intended to be for the benefit of, and enforceable by the Affiliates, officers, directors, managers, employees, incorporators, members, partners, stockholders, agents, attorneys and other Representatives referenced in this Section 8.07(b) and each such Person shall be a third-party beneficiary of this Section 8.07(b). Notwithstanding anything to the contrary, the foregoing shall not relieve any Person from any liability arising under or otherwise limit the enforcement of the Confidentiality Agreement or provide that an award of specific performance is not otherwise an available or appropriate remedy.
SECTION 8.08.    Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties and the Company Members. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
SECTION 8.09.    Governing Law. This Agreement and all Proceedings arising hereunder shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to the principles of conflicts of Law thereof that would require the application of the Laws of any other jurisdiction.
SECTION 8.10.    Jurisdiction; Enforcement. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each of the parties shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). In addition, each of the parties irrevocably agrees that any Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.10 and
25


each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the Transactions in any court other than the aforesaid courts. Each of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.10, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Proceeding in such court is brought in an inconvenient forum, (ii) the venue of such Proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Company, Parent and Merger Sub hereby consents to service being made through the notice procedures set forth in Section 8.02 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 8.02 shall be effective service of process for any Proceeding in connection with this Agreement or the Transactions.
SECTION 8.11.    Waiver of Jury Trial. EACH OF THE PARTIES HERETO KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WITH AND UPON THE ADVICE OF COMPETENT COUNSEL IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS.
SECTION 8.12.    Majority Holder(s). Notwithstanding anything to the contrary in this Agreement or in any Electing Holder Agreement, the parties hereto acknowledge and agree that in the event there is a desire by that Person (or group of Persons) entitled to receive a majority of aggregate amount of the Parent Common Stock contemplated to be issued as Merger Consideration under this Agreement and all of the Electing Holder Agreements (the “Majority Holder(s)”) to waive performance of any obligation or satisfaction of any condition hereunder or under any Electing Holder Agreement, amend, modify or supplement any provision of this Agreement or any Electing Holder Agreement, or to provide any consent or approval with respect to any matter contemplated by this Agreement or any Electing Holder Agreement, as the case may be, such waiver, amendment, modification, supplement, consent or approval shall be deemed to apply in a corresponding manner to this Agreement and each Electing Holder Agreement. The parties hereto further acknowledge and agree that any amendment, modification or supplement to this Agreement or any Electing Holder Agreement shall require the prior written approval of the Majority Holder(s).
SECTION 8.13.    Effectiveness of this Agreement. Notwithstanding anything to the contrary herein, the effectiveness of this Agreement shall be conditional on, and shall take effect only upon, the release of the Announcement via a Regulatory Information Service on the date of the Co-Operation Agreement (or such other date as the Parties may agree in accordance with the Co-Operation Agreement).
[Signatures follow on next page]

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IN WITNESS WHEREOF, Parent, Merger Sub and the Company have duly executed this Agreement, all as of the date first written above.

PARENT:
JOUNCE THERAPEUTICS, INC.


By:    
/s/Kim C. Drapkin    
Name:    Kim C. Drapkin
Title:    Chief Financial Officer and Treasurer

MERGER SUB:
EVERGREEN MERGER SUB 1, LLC


By:    
/s/Kim C. Drapkin    
Name:    Kim C. Drapkin
Title:    President and Treasurer
    



[Signature Page to Agreement and Plan of Merger]



COMPANY:
RM SPECIAL HOLDINGS 3, LLC

By: Redmile Group, LLC, its Manager

By:    
/s/Joshua Garcia    
Name:    Joshua Garcia
Title:    Chief Financial Officer

    






Exhibit A

Announcement

See attached.





Exhibit B

Co-Operation Agreement

See attached.






Exhibit C

Form of Letter Agreement

See attached.








February 23, 2023
Jounce Therapeutics, Inc.
780 Memorial Drive
Cambridge, MA 02139
Attention: Kim Drapkin, Treasurer and Chief Financial Officer
Email: [***]

Re:    Letter Agreement
To Whom It May Concern:
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), 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”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Merger Agreement.

As a material inducement for Parent to execute and deliver the Merger Agreement, each of the Company Members is entering into this letter agreement with Parent (this “Letter Agreement”). In consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.Indemnification.
(a)From and after the Effective Time, the Company Members shall be liable for, and shall indemnify Parent, its Affiliates (including the Surviving Company) and each of their respective Representatives (each, a “Parent Indemnitee” and collectively, the “Parent Indemnitees”) from and against any and all claims, losses, damages, liabilities, obligations or out-of-pocket costs or expenses, including without limitation reasonable attorney’s fees and expenses and whether or not arising from third party claims (collectively, “Losses”) suffered or incurred by such Parent Indemnitee to the extent arising out of any breach of any representation or warranty of the Company contained in Section 3.02 (Equity Interests) and Section 3.06 (No Undisclosed Liabilities) of the Merger Agreement as though such representation or warranty was made as of the Closing Date.
(b)Notwithstanding the foregoing or anything to the contrary herein, no Company Member shall be required to indemnify any Parent Indemnitee, and shall not have any liability under Section 1(a) for any Losses in excess of such Company Member’s Pro Rata Share times $197,800,000. As used in the Letter Agreement, “Pro Rata Share” means each Company Member’s proportionate share of the Merger Consideration expressed as a percentage and as set forth on Annex A attached hereto.
(c)Parent acknowledges that its sole and exclusive remedy with respect to any and all claims relating to the matters addressed by Section 3.02 (Equity Interests) and Section 3.06 (No Undisclosed Liabilities) of the Merger Agreement shall be pursuant to the indemnification provisions set forth in this Letter Agreement. In furtherance of the foregoing, Parent, on behalf of itself and the Parent Indemnitees (including the Surviving Company), hereby waives, to the fullest extent permitted under Law, any
1



and all rights, claims and causes of action (other than claims of, or causes of action arising out of, actual fraud by the Company Members) for damages it may have against any Company Member arising out of the matters addressed by Section 3.02 (Equity Interests) and Section 3.06 (No Undisclosed Liabilities) of the Merger Agreement, any Law or otherwise (except pursuant to the indemnification provisions set forth in this Letter Agreement).
(d)Notwithstanding the foregoing or anything to the contrary herein, the obligations of the Company Members under this Section 1 shall be several and not joint, and with respect to any indemnifiable Losses hereunder, no Company Member shall be required to indemnify any Parent Indemnitee, and no Company Member shall have any liability, in excess of such Company Member’s Pro Rata Share of such indemnifiable Losses (and subject to the other limitations set forth in this Letter Agreement).
2.Calculation of Losses. The amount of any Loss for which indemnification is provided under this Letter Agreement shall be net of any amounts recovered or recoverable by the Parent Indemnitees under any insurance policy or against any third party with respect to such Loss, and the Parent Indemnitees shall take all reasonable steps to pursue any such available recoveries. If a Parent Indemnitee recovers under any insurance policy or against any third party, with respect to any Loss for which a Company Member has actually made an indemnification payment pursuant to this Letter Agreement, such Parent Indemnitee shall promptly pay over to the Company Members the amount so recovered but not in excess of the amount previously paid by the Company Members to or on behalf of the Parent Indemnitees in respect of such claim.
3.Survival. The representations and warranties of the Company contained in (a) Section 3.02 (Equity Interests) and Section 3.06 (No Undisclosed Liabilities) (other than any such representations and warranties set forth in Section 3.06 (No Undisclosed Liabilities) to the extent such representations and warranties relate to Taxes (the “Specified Tax Reps”)) of the Merger Agreement and the corresponding indemnification obligation under this Letter Agreement shall survive the Closing for one year, and (b) the Specified Tax Reps and the corresponding indemnification obligation under this Letter Agreement shall survive the Closing until December 31, 2025. Notwithstanding anything to the contrary contained herein, except in the case of actual fraud (i) Parent shall be deemed to have waived in full, and the Company Members shall have no indemnification or other obligations with respect to, any breach of any of the Company’s representations, warranties, covenants and agreements at or before the Closing, and (ii) the Company Members shall be deemed to have waived in full, and Parent shall have no indemnification or other obligations with respect to, any breach of any of Parent’s representations, warranties, covenants and agreements at, before or following the Closing.
4.Company Member Consent. By execution of this Letter Agreement, each Company Member hereby consents to (a) the Company’s entry into the Merger Agreement and the Registration Rights Agreement and any other agreement entered into by the Company in connection with the Transactions (the “Ancillary Agreements”), and (b) the Company performing each of its obligations under the Merger Agreement and Ancillary Agreements and to consummate the Transactions. Further, each Company Member hereby irrevocably waives any appraisal rights or dissenter’s rights which such Company Member might otherwise have in connection with its ownership of any Specified Company Interests (as defined herein), as applicable, under applicable Law in connection with the Transactions.
5.Representations and Warranties of the Company Members. Each Company Member severally and not jointly represents and warrants to Parent as of the date hereof and as of the Effective Time, as follows:
2



(a)Each Company Member is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has all requisite corporate or limited liability company power and authority to conduct its businesses as presently conducted. Each Company Member is duly qualified and in good standing to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties make such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to, individually or in the aggregate, be materially adverse to such Company Member.
(b)Each Company Member has full power and authority to execute and deliver this Letter Agreement and Schedule A and to perform and comply with each of its obligations under this Letter Agreement. The execution and delivery by each Company Member of this Letter Agreement and Schedule A and the performance and compliance by each Company Member with each of its obligations under this Letter Agreement have been duly authorized by all necessary corporate or limited liability company action on the part of each Company Member. Each Company Member has duly executed and delivered this Letter Agreement and Schedule A and, assuming the due authorization, execution and delivery by Parent of this Letter Agreement, this Letter Agreement and Schedule A constitute a legal, valid and binding obligation of each Company Member, enforceable against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.
(c)The execution and delivery by each Company Member of this Letter Agreement and Schedule A does not result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of consent or any right of termination, cancellation, acceleration or material modification of any obligation or right, or result in the creation of any Lien upon any of the properties or assets of such Company Member under, any provision of (i) such Company Member’s organizational documents, (ii) any Contract to which such Company Member is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Law applicable to such Company Member or its respective properties or assets, other than, in the case of clauses (ii) and (iii), any such violations, defaults, consents, terminations, cancellations, accelerations, modifications or Liens that would not reasonably be expected to, individually or in the aggregate, materially impair such Company Member from performing its obligations hereunder or prevent or unreasonably delay the consummation of any of the transactions contemplated hereby.
(d)No Consent of, or Filing with, any Governmental Entity is required to be obtained or made by or with respect to such Company Member in connection with the execution and delivery of this Letter Agreement or Schedule A, the performance hereof or the consummation of the transactions contemplated hereby, other than Consents and Filings the failure of which to obtain or make has not had and would not reasonably be expected to, individually or in the aggregate, materially impair such Company Member from performing its obligations hereunder or prevent or unreasonably delay the consummation of any of the transactions contemplated hereby.
(e)Each Company Member is the sole legal, record and beneficial owner of the Company Interests set forth opposite such Company Member’s name in Schedule 3.02 to the Merger Agreement (the “Specified Company Interests”), with good title to the Specified Company Interests and full power and authority to sell, assign and transfer the Specified Company Interests free and clear of all Liens (other than
3



transfer restrictions pursuant to securities laws), without material conflict, violation or breach of any Contract or Law to which such Company Member or such Specified Company Interests, as applicable, are subject or by which such Company Member or such Specified Company Interests, as applicable, are bound. Other than the Specified Company Interests, each Company Member does not own, beneficially or of record, directly or indirectly, any other equity interests in the Company, nor is any Company Member entitled to receive or acquire, any other equity interests in the Company or any options, warrants, convertible securities or other rights to acquire, directly or indirectly, any equity interests in the Company.
(f)Each Company Member (i) is an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Parent Common Stock only for his, her or its own account and not for the account of others, and (iii) is not acquiring the Parent Common Stock with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information set forth on Schedule A). No Company Member is (A) an entity formed for the specific purpose of acquiring the Parent Common Stock and (B) a natural person.
(g)Each Company Member acknowledges and agrees that the Parent Common Stock are being offered in a private placement transaction not involving any public offering within the meaning of the Securities Act and that the Parent Common Stock have not been registered under the Securities Act. Each Company Member acknowledges and agrees that the Parent Common Stock may not be offered, resold, transferred, pledged or otherwise disposed of by the Company Member absent an effective registration statement under the Securities Act, except (i) to Parent or a subsidiary thereof, (ii) in an “off-shore transaction” within the meaning of Regulation S under the Securities Act, or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates representing the Parent Common Stock shall contain a restrictive legend to such effect. Each Company Member acknowledges and agrees that the Parent Common Stock will be subject to transfer restrictions and, as a result of these transfer restrictions, the Company Member may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Parent Common Stock and may be required to bear the financial risk of an investment in the Parent Common Stock for an indefinite period of time. Each Company Member shall not engage in hedging transactions with regard to the Parent Common Stock unless in compliance with the Securities Act. Each Company Member acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or disposition of any of the Parent Common Stock.
(h)Each Company Member acknowledges and agrees that the book-entry position representing the Parent Common Stock will bear or reflect, as applicable, a legend substantially similar to the following:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY NOT BE OFFERED, RESOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF BY THE HOLDER ABSENT AN EFFECTIVE REGISTRATION STATEMENT
4



UNDER THE SECURITIES ACT EXCEPT (I) TO THE ISSUER OR A SUBSIDIARY THEREOF, (II) TO NON-U.S. PERSONS PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (III) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE, IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND THE APPLICABLE LAWS OF ANY OTHER JURISDICTION.”
(i)Each Company Member’s acquisition and holding of the Parent Common Stock will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code or any applicable similar law.
(j)Each Company Member acknowledges and agrees that such Company Member has received such information as such Company Member deems necessary in order to enter into this Letter Agreement, and understands all of the terms of this Letter Agreement, the Merger Agreement and the Ancillary Agreements, as applicable. Each Company Member acknowledges and agrees that the Company Member and its professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Company Member and such Company Member’s professional advisor(s), if any, have deemed necessary to enter into this Letter Agreement. Each Company Member acknowledges that in connection with the Merger, Parent will be making filings under the Securities Act, including a proxy statement (the “Proxy Statement”), which will contain additional information about the Merger and the Company, which such Company Member will not have the opportunity to review prior to entering into this Letter Agreement.
(k)Each Company Member became aware of this offering of Parent Common Stock solely by means of direct contact between such Company Member and Parent, the Company or their respective Representatives, and the Parent Common Stock is being offered to such Company Member solely by direct contact between the Company Member and Parent, the Company or their respective Representatives. Each Company Member did not become aware of this offering of Parent Common Stock, nor were shares of the Parent Common Stock offered to such Company Member, by any other means.
(l) Each Company Member acknowledges that it is aware that there are substantial risks incident to the ownership of the Parent Common Stock, including those set forth in Parent’s filings with the U.S. Securities and Exchange Commission (“SEC”) and which will be more fully set forth in Parent’s Proxy Statement.
(m) Alone, or together with any professional advisor(s), each Company Member has analyzed and considered the risks of an investment in the Parent Common Stock and determined that such Company Member is able at this time and in the foreseeable future to bear the economic risk of a total loss of its investment in Parent by virtue of the Merger. Each Company Member acknowledges specifically that a possibility of total loss exists.
(n)Each Company Member acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Parent Common Stock or made any findings or determination as to the fairness of any investment in the Parent or Parent Common Stock.
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(o)EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 5, EACH COMPANY MEMBER MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH COMPANY MEMBER OR ANY OF ITS AFFILIATES, EQUITYHOLDERS OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES, EQUITY INTERESTS, BUSINESSES OR OPERATIONS, AND EACH COMPANY MEMBER HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY, IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS LETTER AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING HEREIN SHALL EXCUSE ANY FRAUD COMMITTED, OR IMPAIR OR PRECLUDE RECOVERY IN RESPECT OF FRAUD.
Notwithstanding anything to the contrary herein, except in the case of actual fraud by the Company Members, none of the representations and warranties of the Company Members in this Letter Agreement shall survive the Effective Time.

6.Fees and Expenses. Except as otherwise provided herein or in the Merger Agreement, all fees and expenses incurred in connection with the Mergers and the other Transactions, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid (i) by the party incurring such fees or expenses or (ii), in respect of those fees and expenses incurred by the Company, by the Company Members and not by the Company, whether or not the Mergers are consummated.
7.Tax Matters. The Company Members jointly covenant that the Company will not distribute or otherwise dispose of, or caused to be distributed or otherwise disposed of, any of the assets held by the Company, such that the “substantially all of the properties” requirement described in Section 368(a)(1)(C) of the Internal Revenue Code and Rev. Proc. 77-37, 1977-2 C.B. 568 is not satisfied.
8.Procedures.
(a)Third Party Claims. In order for a Parent Indemnitee to be entitled to any indemnification provided for under Section 1 in respect of, arising out of or involving a claim made by any Person not a party hereto against any Parent Indemnitee (a “Third Party Claim”), such Parent Indemnitee must notify the Company Members in writing of such Third Party Claim (setting forth in reasonable detail the facts giving rise to such Third Party Claim (to the extent known by the Parent Indemnitee) and the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of such Third Party Claim) promptly after receipt by such Parent Indemnitee of notice of such Third Party Claim. Thereafter, the Parent Indemnitee shall deliver to the Company Members, promptly (and in any event within five Business Days) after the Parent Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Parent Indemnitee relating to the Third Party Claim.
(b)Assumption. If a Third Party Claim is made against a Parent Indemnitee, the Company Members shall be entitled to participate in the defense thereof and (unless the Company Members are also a party to such Third Party Claim and the Parent Indemnitee provides the Company Members with written advice of outside counsel to the Parent Indemnitee to the effect that there are legal defenses available to the Parent Indemnitee that are different from or additional to those available to the Company Members that, if the Parent Indemnitee and the Company Members were to be represented by the same counsel, would constitute a conflict of interest for such
6



counsel or prejudice the prosecution of the defenses available to such Parent Indemnitee), if it so chooses, to assume the defense thereof with counsel selected by the Company Members; provided, however, that such counsel is not reasonably objected to by the Parent Indemnitee. The assumption of the defense of any Third Party Claim shall not require the Company Members to agree to be liable for any Losses in respect of such Third Party Claim and shall be without prejudice to any rights or defenses of the Company Members in respect of whether any Parent Indemnitee is entitled to indemnification for any particular Loss. If the Company Members assume the defense of a Third Party Claim in accordance with this Section 8(b), the Company Members shall not be liable to the Parent Indemnitee for any legal expenses incurred by the Parent Indemnitee in connection with the defense thereof. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If the Company Members assume the defense of a Third Party Claim in accordance with this Section 8(b), the Parent Indemnitees shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the Company Members), at their own expense, separate from the counsel employed by the Company Members, it being understood that the Company Members shall control such defense. If the Company Members choose to defend or prosecute a Third Party Claim, all the Parent Indemnitees shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Company Members’ request) the provision to the Company Members of records and information that are reasonably relevant to such Third Party Claim, and making employees available at such times and places as may be reasonably necessary to defend against such Third Party Claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party Claim. Whether or not the Company Members assume the defense of a Third Party Claim, the Parent Indemnitees shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Company Members’ prior written consent, not to be unreasonably withheld, conditioned or delayed. If the Company Members assume the defense of a Third Party Claim, the Company Members shall not settle such Third Party Claim without the consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), except that the Company Members shall have the right to settle such Third Party Claim without the consent of Parent if such settlement (i) does not involve any admission by Parent of any violation of criminal Law, (ii) does not involve any relief against Parent other than monetary damages and (iii) provides a customary release of Parent in connection with such Third Party Claim.
(c)If the Company Members choose to defend any Third Party Claim, the Parent Indemnitees (i) shall not, without the prior written consent of the Company Members (which consent shall not be unreasonably withheld, conditioned or delayed) cause, or agree to, the waiver of the attorney-client privilege, attorney work-product immunity or any other privilege or protection in respect of confidential legal memoranda and other privileged materials drafted by, or otherwise reflecting the legal advice of, internal or outside counsel of a Parent Indemnitee (the “Subject Materials”) relating to such Third Party Claim and (ii) shall, upon the reasonable request of the Company Members, make reasonably available to the Company Members such books, records or other documents and employees and Representatives reasonably related to such Third Party Claim or any related claim or counterclaim that are within the Parent Indemnitee’s possession and control that are necessary or appropriate for such litigation or other legal proceeding or for any internal or external audit work in respect of such Third Party Claim conducted by the Company Members. Each party hereto mutually acknowledges and agrees, on behalf of itself and its Affiliates, that (A) each shares a common legal interest in preparing for the defense of legal proceedings, or
7



potential legal proceedings, arising out of, relating to or in respect of any actual or threatened Third Party Claim or any related claim or counterclaim, (B) the sharing of Subject Materials will further such common legal interest and (C) by disclosing any Subject Materials to and/or sharing any Subject Materials with the Company Members, the Parent Indemnitees shall not waive the attorney-client privilege, attorney work-product immunity or any other privilege or protection.
(d)Other Claims. In the event any Parent Indemnitee has a claim against the Company Members under Section 1 that does not involve a Third Party Claim, the Parent Indemnitees shall deliver notice of such claim to the Company Members (setting forth in reasonable detail the facts giving rise to such claim (to the extent known by the Parent Indemnitees) and the amount or estimated amount (to the extent reasonably estimable) of Losses arising out of such claim) promptly after becoming aware of such claim; provided that any deficiencies or delay shall only impact the indemnification obligation to the extent the Company Members are prejudiced.
(e)Mitigation. To the extent that Parent fails to make such reasonable efforts to mitigate or resolve any claim or liability and such failure increases indemnified costs, then notwithstanding anything else to the contrary contained herein, the Company Members shall not be required to indemnify any Parent Indemnitee for any Loss that would reasonably be expected to have been avoided if Parent, as the case may be, had made such efforts.
(f)Reimbursement of Costs and Expenses. In the event of any claim or dispute among the parties hereto as to whether a Purchaser Indemnitee is entitled to indemnification under this Letter Agreement for any particular Loss or Losses, the non-prevailing party in such claim or dispute shall reimburse the prevailing party for reasonable costs and expenses of investigation, assertion, dispute, enforcement, defense (including any reasonable counterclaim) or resolution, including reasonable attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses, incurred by the prevailing party in connection with such claim or dispute.
9.Damages Waiver. OTHER THAN IN THE CASE OF ANY THIRD PARTY CLAIM, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF REVENUES OR PROFITS OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS LETTER AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.Cooperation with Exchange Agent; Surrender of Specified Company Interests.
(a)Each Company Member agrees to surrender its Specified Company Interests free and clear of all Liens (other than transfer restrictions pursuant to securities laws) at the Effective Time in connection with the Closing.
(b)Each Company Member understands, acknowledges and agrees that (i) the surrender of its Specified Company Interests is not made in acceptable form until receipt by the exchange agent engaged to consummate the Merger, including the exchange of such Company Member’s Specified Company Interests for Pro Rata Shares (the “Exchange Agent”), of a customary letter of transmittal and IRS Form W-8, duly completed and signed, and undertakes to agrees to deliver true, accurate and complete copies of the
8



same to the Exchange Agent upon request, (ii) all questions as to validity, form and eligibility of any surrender of the Specified Company Interests will be determined in the reasonable discretion of the Exchange Agent and the Company, as applicable, and (iii) upon request, such Company Member will execute and deliver any additional documents reasonably necessary or desirable to consummate the exchange of its Specified Company Interests for Pro Rata Shares. All authority conferred or agreed to be conferred in this Letter Agreement shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of each Company Member and shall not be affected by, and shall survive, the dissolution, liquidation, bankruptcy or incapacity of such Company Member. Parent agrees to provide such form of letter of transmittal and IRS Form W-8 no later than 10 Business Days prior to the Closing and to cooperate, and cause the Exchange Agent to cooperate, with the Company Members so such Company Members shall receive their shares of Parent Common Stock as of the Closing.
11.Termination. This Letter Agreement shall automatically terminate (other than Section 6) if the Merger Agreement has terminated in accordance with its terms.
12.Amendment and Assignment. This Letter Agreement may not be amended or assigned without the written consent of the parties hereto, nor shall any waiver be effective against any party unless in writing and executed by such party.
13.Governing Law. This Letter Agreement and all actions arising out of or in connection with this Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of law provisions of the State of Delaware or of any other state.
14.WAIVER OF JURY TRIAL. THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION OR OTHER PROCEEDING BROUGHT BY ANY PARTY TO THIS LETTER AGREEMENT AGAINST ANY OTHER PARTY OR PARTIES TO THIS LETTER AGREEMENT WITH RESPECT TO ANY MATTER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH OR RELATED TO THIS LETTER AGREEMENT. EACH PARTY HERETO REPRESENTS THAT IT HAS CONSULTED WITH COUNSEL REGARDING THE MEANING AND EFFECT OF THE FOREGOING WAIVER OF ITS RIGHT TO A JURY TRIAL.
15.Severability. If any provision of this Letter Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Letter Agreement shall not be affected thereby.
16.Notices. All notices required or permitted to be given by one of the parties to another of the parties shall be sent by certified mail, return receipt requested, or via courier with the ability to show written proof of receipt, to the addresses set forth below (or to such other addresses as a party may designate by notice to the other parties):
If to the Company Members, to each respective Company Member’s address as set forth under such Company Member’s name on the signature pages hereto

If to Parent, to:

Jounce Therapeutics, Inc.
780 Memorial Drive
9



Cambridge, MA 02139
Attention: Kim Drapkin, Treasurer and Chief Financial Officer
Email: [***]
    
with a copy to (which will not constitute notice):

Ropes & Gray LLP
800 Boylston Street
Prudential Tower
Boston, MA 02199-3600
Attention:    Christopher D. Comeau
    Emily J. Oldshue
Email:    [***]
    [***]

17.Entire Agreement; No Third Party Beneficiaries; No Recourse.
(a)This Letter Agreement, together with the Merger Agreement, (i) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (ii) is not intended to confer upon any Person other than the parties hereto any rights or remedies.
(b)Other than by a Parent Indemnitee, this Letter Agreement may only be enforced against, and a claim or cause of action based upon, arising out of, or related to this Letter Agreement may only be brought by, the expressly named parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party hereto, no present, former or future Affiliate, officer, director, manager, employee, incorporator, member, partner, limited partner, stockholder, agent, attorney or other representative of any party or their Affiliates shall have any liability for any obligations or liabilities set forth in this Letter Agreement, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the agreements of any party under this Letter Agreement. The provisions of this Section 17(b) are intended to be for the benefit of, and enforceable by the Affiliates, officers, directors, managers, employees, incorporators, members, partners, stockholders, agents, attorneys and other representatives referenced in this Section 17(b) and each such Person shall be a third-party beneficiary of this Section 17(b).
18.Transfers. Nothing herein shall restrict any of the Company Members from transferring their Specified Company Interests in order to effect the Transactions.
19.Counterparts; Effectiveness. This Letter Agreement may be executed in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The exchange of a fully executed Letter Agreement (in counterparts or otherwise) by electronic delivery in .pdf format shall be sufficient to bind the parties to the terms and conditions of this Letter Agreement.
[Signature Pages Follow]
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Very truly yours,

    [COMPANY MEMBERS]


    By:    
        Name:
        Title:

Address:
Attention:
    Email:





[Signature Page to Letter Agreement]




AGREED AND ACCEPTED:

JOUNCE THERAPEUTICS, INC.



By:    
Name:
Title:


12



Schedule A
CERTIFICATE OF ACCREDITED INVESTOR STATUS
The purpose of this certificate (this “Certificate”) is to assure Parent that all such offers and purchases of Parent Common Stock to the undersigned Company Member will meet the standards imposed by the Securities Act, and applicable state securities laws.
By signing this Certificate, the undersigned agrees that this information may be provided by Parent to any legal or financial advisors (including Ropes & Gray LLP), and Parent and such advisors may rely on the information set forth in this Certificate for purposes of complying with all applicable securities laws and may present this Certificate to such parties as it reasonably deems appropriate if called upon to establish its compliance with such securities laws. The undersigned represents that the information contained herein is complete and accurate and will notify Parent of any material change in any of such information prior to the undersigned’s investment in Parent.
Accredited Investor Certification. The undersigned makes one of the following representations regarding its net worth and certain related matters and has checked the applicable representation:
    [__]    The undersigned is a trust with total assets in excess of $5,000,000, which was not formed for the specific purpose of acquiring the securities, whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment.
    [__]    The undersigned is a bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; an insurance company as defined in Section 2(a)(13) of the Securities Act; an investment company registered under the United States Investment Company Act of 1940, as amended (the “Companies Act”); a business development company as defined in Section 2(a)(48) of the Companies Act; a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended; an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), or registered pursuant to the laws of a state; an investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Advisers Act; a Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; a plan with total assets in excess of $5,000,000 established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees; or a private business development company as defined in Section 202(a)(22) of the Advisers Act.
    [__]    The undersigned is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 and either all investment decisions are made by a plan fiduciary as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or the employee benefit plan has total assets in excess of $5,000,000 or, if such plan is a self-directed plan, investment decisions are made solely by persons who are accredited investors.
    [__]    The undersigned is a corporation, limited liability company, partnership, Massachusetts or similar business trust, or an organization described in
133064427_14

Final Form
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, in each case not formed for the purpose of acquiring the securities with total assets in excess of $5,000,000.
    [__]    The undersigned is an entity in which all of the equity owners (in the case of a revocable living trust, its grantor(s)) qualify as an accredited investor within this questionnaire. Please note that if this item is selected, each equity owner of the entity must individually complete and submit its own questionnaire.
    [__]    The undersigned is an entity of a type not listed above, not formed for the specific purpose of acquiring the securities, owning “investments” (as defined in Rule 2a51-1(b) under the Companies Act) in excess of $5,000,000.
    [__]    A “family office” (as defined in Rule 202(a)(11)(G)-1 under the Advisers Act), (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment (a “Family Office”).
    [__]    A “family client” (as defined in Rule 202(a)(11)(G)-1 under the Advisers Act) of a Family Office whose prospective investment in the Company is directed by such Family Office pursuant to the subparagraph directly above.
    [__]    The undersigned cannot make any of the representations set forth above.



In Witness Whereof, the undersigned has executed this Certificate as of the date written below.




Name of Company Member


(Signature)
Name of Signing Party (Please Print)
Title of Signing Party (Please Print)
Address
Address
Email
Date Signed





Exhibit D

Form of Registration Rights Agreement

See attached.







Final Form










REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
JOUNCE THERAPEUTICS, INC.
AND
THE STOCKHOLDERS PARTY HERETO

Dated as of February 23, 2023




TABLE OF CONTENTS


Article 1 Definitions
Section 1.01    Certain Defined Terms                 1
Section 1.02    Construction                         5
Article 2 Transfer
Section 2.01     Binding Effect on Transferees             5
Section 2.02    Additional Purchases                    5
Section 2.03    Charter Provisions                     5
Article 3 Registration Rights
Section 3.01    Demand Registration                    6
Section 3.02     Piggyback Registrations                8
Section 3.03     Shelf Registration                    9
Section 3.04     Withdrawal Rights                     11
Section 3.05     Registration Procedures                 11
Section 3.06    Registration Expenses                     16
Article 4 Indemnification
Section 4.01    Indemnification by Company                 17
Section 4.02     Indemnification by Stockholder            18
Section 4.03     Contribution                         18
Section 4.04     Procedure                         19
Section 4.05     Other Matters                        19
Article 5 Miscellaneous
Section 5.01    Headings                         20
Section 5.02    Entire Agreement                     20
Section 5.03    Further Actions; Cooperation                20
Section 5.04    Notices                        20
Section 5.05    Applicable Law                    21
Section 5.06    Severability                         21
Section 5.07    Successors and Assigns                22
Section 5.08    Amendments                         22
Section 5.09    Waiver                             22
Section 5.10    Counterparts                         22
Section 5.11    Submission To Jurisdiction                 22
Section 5.12    Injunctive Relief                     23
Section 5.13    Recapitalizations, Exchanges, Etc. Affecting the Shares of Common Stock; New Issuance                            23
Section 5.14    Termination                         23
Section 5.15    Rule 144                        24
Section 5.16    Gilead RRA                        24



REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 23, 2023, by and among Jounce Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Schedule A hereto (collectively, “RMG Funds”).
WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, Evergreen Merger Sub 1, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Merger Sub”), and RM Special Holdings 3, LLC, a Delaware limited liability company (“RM3”), have entered into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), which provides for, among other things, the merger of Merger Sub with and into RM3, with RM3 surviving such merger (the “Merger”) and pursuant to which each outstanding membership interest unit of RM3 held by RMG Funds prior to the Merger will be converted into and will thereafter represent a number of validly issued, fully paid and nonassessable shares of Common Stock (as defined below) of the Company;
WHEREAS, the Company entered into a registration rights agreement with Gilead Sciences Inc. (“Gilead”) on August 31, 2020, pursuant to which, the Company has pari pasu treatment obligations as it relates to certain rights (the “Gilead RRA”); and
WHEREAS, in connection with the transactions contemplated by the Merger Agreement, the Company and RMG Funds (each, a “party,” and together, the “parties”) wish to define certain registration rights granted to RMG Funds on the terms and conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
Definitions
Section 1.01.    Certain Defined Terms. For purposes of this Agreement, the following terms shall have the following meanings:
Actions” shall have the meaning assigned to it in Section 4.01.
Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act; provided that no Stockholder shall be deemed an Affiliate of any other Stockholder solely by reason of any investment in the Company.
Agreement” shall have the meaning assigned to it in the preamble.
A Person shall be deemed to “Beneficially Own” securities if such Person is deemed to be a “beneficial owner” within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement.
Board” shall mean the board of directors of the Company.
Bylaws” shall mean the bylaws of the Company, as may be amended and/or restated from time to time.
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Certificate of Incorporation” shall mean the certificate of incorporation of the Company, as may be amended and/or restated from time to time.
Commission” shall mean the United States Securities and Exchange Commission or any successor agency.
Common Stock” shall mean the Company’s common stock, par value $0.001 per share, and any and all securities of any kind whatsoever of the Company which may be issued and outstanding on or after the date hereof in respect of, in exchange for, or upon conversion of shares of Common Stock pursuant to a merger, consolidation, stock split, stock dividend, recapitalization of the Company or otherwise.
Company” shall have the meaning assigned to it in the preamble.
Company Securities” shall mean (i) any Common Stock and (ii) any other securities of the Company entitled to vote generally in the election of directors of the Company.
Demand” shall have the meaning assigned to it in Section 3.01(a).
Demand Registration” shall have the meaning assigned to it in Section 3.01(a).
Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Filings” shall mean annual, quarterly and current reports and other documents filed or furnished by the Company or any Subsidiary of the Company under the Exchange Act; annual reports to stockholders, annual and quarterly statutory statements of the Company or any Subsidiary of the Company; and any registration statements, prospectuses, documents filed or furnished by the Company or any of its Subsidiaries under the Securities Act.
FINRA” shall mean the Financial Industry Regulatory Authority.
Form S-3” shall have the meaning assigned to it in Section 3.03(a).
Gilead” shall have the meaning assigned to it in the recitals.
Gilead RRA” shall have the meaning assigned to it in the recitals.
Inspectors” shall have the meaning assigned to it in Section 3.05(a)(viii).
Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433 under the Securities Act.
Losses” shall have the meaning assigned to it in Section 4.01.
Merger” shall have the meaning assigned to it in the recitals.
Merger Agreement” shall have the meaning assigned to it in the recitals.
Merger Sub” shall have the meaning assigned to it in the recitals.
Minimum Threshold” means $5.0 million.
Offering Expenses” shall have the meaning assigned to it in Section 3.06(a).
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Other Demanding Sellers” shall have the meaning assigned to it in Section 3.02(b).
Other Proposed Sellers” shall have the meaning assigned to it in Section 3.02(b).
Permitted Transferee” shall mean, with respect to each Stockholder, (i) any other Stockholder, (ii) any of such Stockholder’s Affiliates, (iii) in the case of any Stockholder, (A) any member or general or limited partner of such Stockholder, (B) any corporation, partnership, limited liability company or other entity that is an Affiliate of such Stockholder or any member, general or limited partner of such Stockholder (collectively, “Stockholder Affiliates”), (C) any investment funds managed directly or indirectly by such Stockholder or any Stockholder Affiliate (a “Stockholder Fund”), (D) any general or limited partner of any Stockholder Fund, (E) any managing director, general partner, director, limited partner, officer or employee of any Stockholder Affiliate, or any spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any of the foregoing persons described in this clause (E) (collectively, “Stockholder Associates”) or (F) any trust, the beneficiaries of which, or any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which, consist solely of any one or more of such Stockholder, any general or limited partner of such Stockholder, any Stockholder Affiliates, any Stockholder Fund, any Stockholder Associates, their spouses or their lineal descendants and (iv) any other Person that acquires shares of Registrable Securities from such Stockholder and that agrees to become party to or be bound by this Agreement.
Person” shall mean any individual, firm, corporation, partnership, limited liability company or other entity, and shall include any successor (by merger or otherwise) of such entity.
Piggyback Notice” shall have the meaning assigned to it in Section 3.02(a).
Piggyback Registration” shall have the meaning assigned to it in Section 3.02(a).
Piggyback Seller” shall have the meaning assigned to it in Section 3.02(a).
Records” shall have the meaning assigned to it in Section 3.05(a)(viii).
Registrable Amount” shall mean the number of shares of Common Stock Beneficially Owned by Stockholders, together, that is equal to 5% of the Voting Power of the Company.
Registrable Securities” shall mean any Common Stock owned by any Stockholder as a direct or indirect result of the Merger or Scheme Transaction (as defined in the Merger Agreement). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (x) a registration statement registering such securities under the Securities Act has been declared effective and such securities have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement or (y) such securities are sold in accordance with Rule 144 (or any successor provision) promulgated under the Securities Act.
Registration Expenses” shall have the meaning assigned to it in Section 3.06(a).
Requesting Stockholder” shall have the meaning assigned to it in Section 3.01(a).
RM3” shall have the meaning assigned to it in the recitals.
RMG Funds” shall have the meaning assigned to it in the preamble.
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Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Selling Holders” shall have the meaning assigned to it in Section 3.05(a)(i).
Shelf Notice” shall have the meaning assigned to it in Section 3.03(a).
Shelf Registration Effectiveness Period” shall have the meaning assigned to it in Section 3.03(c).
Shelf Registration Statement” shall have the meaning assigned to it in Section 3.03(a).
Shelf Underwritten Offering” shall have the meaning assigned to it in Section 3.03(f).
Stockholders” shall mean (i) RMG Funds and (ii) each Permitted Transferee who becomes a party to or bound by the provisions of this Agreement in accordance with the terms hereof or a Permitted Transferee thereof who is entitled to enforce the provisions of this Agreement in accordance with the terms hereof, in each case of clauses (i) and (ii) to the extent that RMG Funds and their Permitted Transferees, together, hold of record or Beneficially Own at least a Registrable Amount.
Subsidiary” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person, (ii) any other partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity or otherwise has control over such entity (e.g., as the managing partner of a partnership), or (iii) which would be considered subsidiaries of such Person within the meaning of Regulation S-K or Regulation S-X.
Suspension Period” shall have the meaning assigned to it in Section 3.03(d).
Underwriting Agreement” shall mean any underwriting agreement between the Company and the underwriters named therein.
Underwritten Offering” shall mean a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.
Voting Power of the Company” shall mean the voting power of the then issued and outstanding capital stock of the Company entitled to vote in the election of directors of the Company.
Section 1.02.    Construction. For the purposes of this Agreement (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires, (ii) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to Articles and Sections of this Agreement, unless otherwise specified, (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” (iv) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified and (v) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified.
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ARTICLE 2
Transfer
Section 2.01.    Binding Effect on Transferees. A Permitted Transferee shall become a Stockholder hereunder, without any further action by the Company, following a transfer by a Stockholder of Company Securities to such Permitted Transferee upon the execution by such Permitted Transferee of a joinder providing that such Person shall be bound by and shall fully comply with the terms of this Agreement (including the provisions of Article 3 with respect to the Company Securities being transferred to such transferee).
Section 2.02.    Additional Purchases. Any Company Securities owned by a Stockholder on or after the date of this Agreement shall have the benefit of and be subject to the terms and conditions of this Agreement.
Section 2.03.    Charter Provisions. The parties hereto shall use their respective reasonable efforts (including voting or causing to be voted all of the Company Securities held of record by such party or Beneficially Owned by such party by virtue of having voting power over such Company Securities) so as to cause no amendment to be made to the Certificate of Incorporation or Bylaws as in effect as of the date of this Agreement in a manner that would (a) add restrictions to the transferability of the Company Securities by RMG Funds or their Permitted Transferees who remain a “Stockholder” (as such term is used herein) at the time of such an amendment, which restrictions are beyond those then provided for in the Certificate of Incorporation, this Agreement or applicable securities laws or (b) nullify any of the rights of RMG Funds or their Permitted Transferees who remain a “Stockholder” (as such term is used herein) at the time of such amendment, which rights are explicitly provided for in this Agreement, unless, in each such case, such amendment shall have been approved by such Stockholder.
ARTICLE 3
Registration Rights
Section 3.01.    Demand Registration. (a) At any time after the Closing (as defined in the Merger Agreement) (or such earlier date as would permit the Company to cause any Filings required hereunder to be filed on the Closing), any Person that is a Stockholder (a “Requesting Stockholder”) on the date a Demand is made shall be entitled to make a written request of the Company (a “Demand”) for registration under the Securities Act of a number of Registrable Securities that, when taken together with the number of Registrable Securities requested to be registered under the Securities Act by such Requesting Stockholder’s Affiliates, equals or is greater than the Registrable Amount (a “Demand Registration”); provided that each Demand Registration must include, in the aggregate, Registrable Securities having an aggregate market value of at least the Minimum Threshold (based on the Registrable Securities included in such Demand Registration by all Stockholders participating in such Demand Registration), and thereupon the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of:
(i)    the Registrable Securities which the Company has been so requested to register by the Requesting Stockholders for disposition in accordance with the intended method of disposition stated in such Demand, which may be an Underwritten Offering;
(ii)    all other Registrable Securities which the Company has been requested to register pursuant to Section 3.01(b); and
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(iii)    all shares of Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 3.01, but subject to Section 3.01(f), in each case, subject to the Minimum Threshold;
all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Common Stock, if any, to be so registered.
(b)    A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration (subject to the Minimum Threshold), (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Stockholder (or Requesting Stockholders). Within 5 business days after receipt of a Demand, the Company shall give written notice of such Demand to any other Persons that on the date a Demand is delivered to the Company is a Stockholder (excluding Permitted Transferees which have not signed a joinder as contemplated by Section 2.01). Subject to Section 3.01(f), the Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein. Such written request shall comply with the requirements of a Demand as set forth in this Section 3.01(b).
(c)    Each Stockholder shall be entitled to an unlimited number of Demand Registrations until such time as the Stockholders hold less than a Registrable Amount.
(d)    Demand Registrations shall be on such registration form of the Commission for which the Company is eligible as shall be reasonably selected by the Requesting Stockholders whose shares represent a majority of the Registrable Securities that the Company has been requested to register, including, to the extent permissible, an automatically effective registration statement or an existing effective registration statement filed by the Company with the Commission, and shall be reasonably acceptable to the Company.
(e)    The Company shall not be obligated to effect any Demand Registration (A) within 60 days of a “firm commitment” Underwritten Offering in which all Stockholders were given “piggyback” rights pursuant to Section 3.02 (subject to Section 3.01(f)) and provided that at least 50% of the number of Registrable Securities requested by such Stockholders to be included in such Demand Registration were included, (B) within one month of any other Underwritten Offering pursuant to Section 3.03(e), or (C) within 90 days after the effective date of a previous registration statement filed pursuant to a Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to all Stockholders) for a reasonable period of time not to exceed 60 days in succession the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice, or for more than 90 days in the aggregate, in any period of 12 consecutive months) if (i) the Board determines in good faith and in its reasonable judgment that the filing or effectiveness of the registration statement relating to such Demand Registration would (A) cause the disclosure of material, non-public information that the Company has a bona fide business purpose for preserving as confidential, (B) materially interfere with a bona fide business, financing or business combination transaction of the Company by causing disclosure of material, non-public information that the Board determines in good faith and in its reasonable judgment would materially and adversely affect the Company or (C) materially and adversely impact the Company, or (ii) such registration would render the Company unable to comply with requirements under the Securities Act or the Exchange Act, provided that the Company used reasonable best efforts to comply with such requirements. In the event of a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, the holders of a majority of Registrable Securities held by the Requesting Stockholder(s) shall have the right to withdraw such Demand in accordance with Section 3.04.
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(f)    The Company shall not include any securities other than Registrable Securities in a Demand Registration, except (i) to the extent required under any registration rights agreement in effect on the date hereof that binds the Company or (ii) with the written consent of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities included in such Demand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an Underwritten Offering, a nationally recognized investment bank engaged in connection with such Demand Registration) advises the Company, that, in its opinion, the inclusion of all of the securities, including securities of the Company that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is advised by such underwriter or investment bank can be sold without such adverse effect as follows and in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such Demand Registration by the Stockholders pursuant to this Agreement and by Gilead pursuant to the Gilead RRA, on a pari passu basis, which, in the opinion of the underwriter can be sold without adversely affecting the marketability of the offering, pro rata among such Stockholders requesting such Demand Registration on the basis of the number of such securities held by such Stockholders and such Stockholders that are Piggyback Sellers; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the number of such other securities requested to be included or such other method determined by the Company.
(g)    Any investment bank(s) that will serve as an underwriter with respect to such Demand Registration or, if such Demand Registration is not an Underwritten Offering, any investment bank engaged in connection therewith, shall be selected by the Stockholder participating in such Demand Registration, with the express consent of the Company, not to be unreasonably withheld or delayed, that holds (together with its Permitted Transferees) a number of Registrable Securities included in such Demand Registration constituting a plurality of all Registrable Securities included in such Demand Registration.
Section 3.02.    Piggyback Registrations. (a) Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give the Stockholders (excluding Permitted Transferees which have not signed a joinder as contemplated by Section 2.01) prompt written notice thereof (but not less than 5 business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder, given within 5 business days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
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(b)    If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration is not an Underwritten Offering, a nationally recognized investment bank engaged in connection with such Piggyback Registration) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) others who have sought to have equity securities of the Company registered in such Piggyback Registration pursuant to rights to Demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of equity securities of the Company (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the marketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i)    if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of equity securities to be sold by the Company as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers and securities sought to be registered by Other Demanding Sellers (if any), pro rata on the basis of the number of shares of Common Stock held by such Piggyback Sellers and Other Demanding Sellers and (C) third, other equity securities held by any Other Proposed Sellers; or
(ii)    if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of shares of Common Stock held by all such Other Demanding Sellers and Piggyback Sellers and (B) second, other equity securities held by any Other Proposed Sellers or to be sold by the Company as determined by the Company and with such priorities among them as may from time to time be determined or agreed to by the Company.
(c)    In connection with any Underwritten Offering under this Section 3.02 for the Company’s account, the Company shall not be required to include a holder’s Registrable Securities in the Underwritten Offering unless such holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company; provided that any applicable Underwriting Agreement includes only customary terms and conditions.
(d)    If, at any time after giving written notice of its intention to register any of its equity securities as set forth in this Section 3.02 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein).
Section 3.03.    Shelf Registration. (a) Subject to Section 3.03(e), and further subject to the availability of a Registration Statement on Form S-3 or a successor form, which may be an automatically effective registration statement at any time the Company is eligible (“Form S-3”) to the Company, RMG Funds or any of their Permitted Transferees (in each case to the extent a Stockholder hereunder) may by written notice delivered to the Company (the “Shelf Notice”) require the Company to (i) file as promptly as practicable (but no later than 60 days after the date the Shelf Notice is delivered), and to use commercially reasonable efforts to cause to be declared effective by the Commission at the earliest possible date permitted under the rules and
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regulations of the Commission (but no later than 60 days after such filing date), a Form S-3, or (ii) use an existing Form S-3 filed with the Commission, in each case providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of the Registrable Securities owned by RMG Funds (or any of their Permitted Transferees), as the case may be, and any other Persons that at the time of the Shelf Notice meet the definition of a Stockholder who elect to participate therein as provided in Section 3.03(b) (a “Shelf Registration Statement”), in each case, to occur from the date such Shelf Registration Statement becomes effective until the earlier to occur of (x) the first date as of which all of the shares of Registrable Securities included in the Shelf Registration Statement have been sold or (y) three (3) years after the date of effectiveness.
(b)    RMG Funds and their Permitted Transferees shall be entitled to require the Company to file an unlimited number of Shelf Registration Statements until such time as the Stockholders, hold less than a Registrable Amount.
(c)    Within 5 business days after receipt of a Shelf Notice pursuant to Section 3.03(a), the Company will deliver written notice thereof to each Stockholder (excluding Permitted Transferees which have not signed a joinder as contemplated by Section 2.01). Each Stockholder may elect to participate in the Shelf Registration Statement by delivering to the Company a written request to so participate.
(d)    Subject to Section 3.03(e), the Company will use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise (the “Shelf Registration Effectiveness Period”).
(e)    Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing notice to the Stockholders who elected to participate in the Shelf Registration Statement, to require such Stockholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement for a reasonable period of time not to exceed 90 days in the aggregate in any 12 month period (a “Suspension Period”) if the Board determines in good faith and in its reasonable judgment that it is required to disclose in the Shelf Registration Statement material, non-public information that the Company has a bona fide business purpose for preserving as confidential. Immediately upon receipt of such notice, the Stockholders covered by the Shelf Registration Statement shall suspend the use of the prospectus until the requisite changes to the prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from a Stockholder, the Company shall as promptly as practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(f)    At any time, and from time-to-time, during the Shelf Registration Effectiveness Period (except during a Suspension Period), each of RMG Funds or any of their Permitted Transferees (in each case to the extent a Stockholder hereunder) may notify the Company of their intent to sell Registrable Securities (subject to the Minimum Threshold) covered by the Shelf Registration Statement (in whole or in part) in an Underwritten Offering (a “Shelf Underwritten Offering”); provided that the Company shall not be obligated to participate in more than two underwritten offerings during any twelve-month period. Such notice shall specify (x) the
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aggregate number of Registrable Securities requested to be registered in such Shelf Underwritten Offering (subject to the Minimum Threshold) and (y) the identity of the Stockholder(s) requesting such Shelf Underwritten Offering. Upon receipt by the Company of such notice, the Company shall promptly comply with the applicable provisions of this Agreement, including those provisions of Section 3.05 relating the Company’s obligation to make Filings with the Commission, assist in the preparation and filing with the Commission of prospectus supplements and amendments to the Shelf Registration Statement, participate in “road shows,” agree to customary “lock-up” agreements with respect to the Company’s securities and obtain “comfort” letters, and the Company shall take such other actions as necessary or appropriate to permit the consummation of such Shelf Underwritten Offering as promptly as practicable. Each Shelf Underwritten Offering shall be for the sale of a number of Registrable Securities equal to or greater than the Registrable Amount. In any Shelf Underwritten Offering, the Company shall select the investment bank(s) and managers that will serve as lead or co-managing underwriters with respect to the offering of such Registrable Securities, which shall be reasonably acceptable to the Stockholders participating in such Shelf Underwritten Offering that hold a majority of the Registrable Securities included in such Shelf Underwritten Offering.
Section 3.04.    Withdrawal Rights. Any Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each holder of Registrable Securities sought to be registered notice to such effect and, within 10 business days following the mailing of such notice, such holder(s) of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by its Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof.
Section 3.05.    Registration Procedures. (a) If and whenever the Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 3.01, Section 3.02 and Section 3.03, the Company shall as promptly as practicable (in each case, to the extent applicable):
(i)    prepare and file with the Commission a registration statement to effect such registration, cause such registration statement to become effective at the earliest possible date permitted under the rules and regulations of the Commission, and thereafter use commercially reasonable efforts to cause such registration statement to remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further, that not less than 5 business days prior to filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed to be filed, which
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documents will be subject to the review of and comment by such counsel (it being understood that counsel to the Selling Holders will conduct its review and provide any comments promptly);
(ii)    prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the Selling Holder(s) set forth in such registration statement or (i) in the case of a Demand Registration pursuant to Section 3.01, the expiration of 60 days after such registration statement becomes effective or (ii) in the case of a Piggyback Registration pursuant to Section 3.02, the expiration of 60 days after such registration statement becomes effective or (iii) in the case of a Shelf Registration pursuant to Section 3.03, the Shelf Registration Effectiveness Period;
(iii)    furnish to each Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Selling Holder;
(iv)    use commercially reasonable efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdiction;
(v)    use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which the same or similar securities issued by the Company are then listed or if no such securities are then listed, on a national securities exchange selected by the Company;
(vi)    use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the disposition of such Registrable Securities;
(vii)    use commercially reasonable efforts to, in connection with an Underwritten Offering, for each Selling Holder and underwriter:
(A)    obtain an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings, and
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(B)    furnish a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in AU Section 634 of the AICPA Professional Standards, an “agreed upon procedures” letter) signed by the independent registered public accountants who have certified the Company’s financial statements included in such registration statement (and, if necessary, any other independent registered public accountant of any Subsidiary of the Company or any business acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration statement);
(viii)    subject to confidentiality agreements in form and substance reasonably acceptable to the Company, promptly make available for inspection, at such place and in such manner as determined by the Company in its sole discretion, by any Selling Holder, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such Selling Holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable such Selling Holder or underwriter to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement promptly; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing; and provided, further, that each holder of Registrable Securities agrees that it will, as soon as practicable upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;
(ix)    promptly notify in writing each Selling Holder and the underwriters, if any, of the following events:
(A)    the filing of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus or post-effective amendment to the registration statement, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective;
(B)    any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information;
(C)    the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose;
(D)    when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement; and
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(E)    the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose;
(x)    as soon as reasonably practicable, notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish to such Selling Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(xi)    use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement;
(xii)    otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(xiii)    cooperate in a commercially reasonable manner with any Selling Holder and any underwriter and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such Selling Holder may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate;
(xiv)    use commercially reasonable efforts to cooperate with any Selling Holder and the Company’s transfer agent and use commercially reasonable efforts to remove any restrictive legends from the certificates representing ownership of the Registrable Securities, at the time the registration statement registering such Registrable Securities has been declared effective or promptly thereafter;
(xv)    with respect to underwritten Demand Registrations, have appropriate senior executives of the Company reasonably available to assist the underwriters with respect to, and participate in, any “road shows” in connection with the marketing efforts for, and the distribution and sale of, Registrable Securities pursuant to a registration statement, provided that any such road shows are reasonably requested by the managing underwriter and are customary for underwritten offerings that are comparable to such underwritten Demand Registration in size and the type of securities offered;
(xvi)    have appropriate officers of the Company, and cause representatives of the Company’s independent registered public accountants, to participate in any due diligence discussions reasonably requested by any Selling Holder or any underwriter;
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(xvii)    if reasonably requested by any underwriter, agree, and cause the Company and any directors or officers of the Company to agree, to be bound by “lock-up” agreements restricting the ability to dispose of Company Securities, provided that any lock-up agreements are customary in duration and limitations for offerings comparable to such offering of Company Securities;
(xviii)    use commercially reasonable efforts to cooperate and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation by any underwriter that is required to be undertaken in accordance with the rules and regulations of the FINRA;
(xix)    otherwise use commercially reasonable efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing or selling of the Registrable Securities; and
(xx)    otherwise use commercially reasonable efforts to comply with applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act.
The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time-to-time reasonably request to complete or amend the information required by such registration statement.
(b)    Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an Underwriting Agreement with a managing underwriter or underwriters containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall furnish to the underwriter, if any (or, if no underwriter, the Selling Holder), unlegended certificates representing ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto.
(c)    Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.05(a)(ix), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.05(a)(ix) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable 60 day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 3.05(a)(ix) to the date when all such Selling Holders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission.
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Section 3.06.    Registration Expenses. (a) All expenses incident to the Company’s performance of, or compliance with, its obligations under this Agreement including (i)(A) all registration and filing fees, all fees and expenses of compliance with securities and “blue sky” laws, (B) all fees and expenses associated with filings required to be made with FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” as such term is defined in NASD Rule 2720 or the equivalent rule incorporated into the FINRA rulebook), (C) all fees and expenses of compliance with securities and “blue sky” laws, (D) all printing (including expenses of printing certificates, if any, for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses and Issuer Free Writing Prospectuses is requested by a holder of Registrable Securities) and copying expenses, (E) all messenger and delivery expenses, (F) all fees and expenses of the Company’s independent certified public accountants and counsel (including with respect to “comfort” letters, “agreed-upon procedures” letter and opinions), (G) fees and expenses of one counsel to the Stockholders selling in such registration (which firm shall be selected by the Stockholders selling in such registration that hold a majority of the Registrable Securities included in such registration), (H) except as provided in clause (ii) below, the fees and expenses (including underwriting discounts and commissions and transfer taxes) of every nationally recognized investment bank engaged in connection with a Demand Registration or a Piggyback Registration that is not an Underwritten Offering, (collectively, the “Registration Expenses”) and (ii) any expenses described in clauses (i)(A) through (H) above incurred in connection with the marketing and sale of Registrable Securities (“Offering Expenses”) shall be borne by the Company, regardless of whether a registration is effected, marketing is commenced or sale is made. The Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing the securities to be registered on each securities exchange and included in each established over-the-counter market on which similar securities issued by the Company are then listed or traded; provided that each Stockholder shall cover the fees and expenses related to the exercise of the rights set forth in Section 3.04.
(b)    Each Selling Holder shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such Selling Holder’s Registrable Securities pursuant to any registration.
ARTICLE 4
Indemnification
Section 4.01.    Indemnification by Company. The Company shall indemnify, to the fullest extent permitted by law, the Stockholder and, as applicable, each of its members, directors, managers, stockholders, partners, officers and employees, and each Person who controls such Stockholder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) (collectively, “Losses”) or actions or proceedings in respect thereof (whether or not such indemnified Person is party thereto) (each, an “Action”) arising out of or based upon (a) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (c) any violation or alleged violation by the Company or any of its subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or related document or report, except insofar as the same are caused by or contained in any information furnished in writing to the Company by the Stockholder expressly for use
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therein or by the Stockholder’s failure to deliver a copy of the prospectus or any amendments or supplements thereto after the Company has furnished the Stockholder with a sufficient number of copies of the same. In connection with an Underwritten Offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Stockholder. The payments required by this Section 4.01 will be made promptly during the course of the investigation or defense, as and when bills are received or expenses incurred.
Section 4.02.    Indemnification by Stockholder. In connection with any registration statement in which the Stockholder is participating, the Stockholder will furnish to the Company in writing such information relating to such holder as requested by the Company and is reasonably necessary for use in connection with any such registration statement, prospectus or prospectus supplement and, to the fullest extent permitted by law, will indemnify the Company, its subsidiaries, and, as applicable, each of their directors, employees and officers and each Person who controls the Company (within the meaning of the Securities Act) against any Losses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in or omitted from any information furnished in writing by such Stockholder for the acknowledged purpose of inclusion in such registration statement, prospectus or preliminary prospectus; provided, however, the liability of the Stockholder will be in proportion to and limited to the net amount that it received from the sale of Registrable Securities pursuant to such registration statement, unless any such Losses resulted from the Stockholder’s fraudulent conduct or willful misconduct.
Section 4.03.    Contribution. If recovery is not available under the foregoing indemnification provisions for any reason or reasons other than as specified therein, any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons. In determining the amount of contribution to which the respective Persons are entitled, there shall be considered the Persons’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Selling Holder or transferee thereof shall be required to make a contribution in excess of the net amount received by such holder from its sale of Registrable Securities in connection with the offering that gave rise to the contribution obligation.
Section 4.04.    Procedure. (a) Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, however, the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been materially prejudiced by such failure to provide such notice on a timely basis.
(b)    In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other
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indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party or (ii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence).
Section 4.05.    Other Matters. (a) An indemnifying party shall not be liable for any settlement of an Action effected without its consent. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Action.
(b)    Any Losses for which an indemnified party is entitled to indemnification or contribution under this Article 4 shall be paid by the indemnifying party to the indemnified party as such Losses are incurred. The indemnity and contribution agreements contained in this Article 4 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any indemnitee, the Company, its directors or officers, or any Person controlling the Company, and (ii) any termination of this Agreement.
(c)    The parties hereto shall, and shall cause their respective Subsidiaries to, cooperate with each other in a reasonable manner with respect to access to unprivileged information and similar matters in connection with any Action. The provisions of this Article 4 are for the benefit of, and are intended to create third party beneficiary rights in favor of, each of the indemnified parties referred to herein.
(d)    Not less than three business days before the expected filing date of each registration statement pursuant to this Agreement, the Company shall notify each Stockholder who has timely provided the requisite notice hereunder entitling the Stockholder to register Registrable Securities in such registration statement of the information, documents and instruments from such Stockholder that the Company or any underwriter reasonably requests in connection with such registration statement, including, but not limited to a questionnaire, custody agreement, power of attorney, lock-up letter and underwriting agreement (the “Requested Information”). If the Company has not received, on or before the day before the expected filing date, the Requested Information from such Stockholder, the Company may file the registration statement without including Registrable Securities of such Stockholder. The failure to so include in any registration statement the Registrable Securities of a Stockholder (with regard to that registration statement) shall not in and of itself result in any liability on the part of the Company to such Stockholder.
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ARTICLE 5
Miscellaneous
Section 5.01.    Headings. The headings in this Agreement are for convenience of reference only and shall not control or effect the meaning or construction of any provisions hereof.
Section 5.02.    Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and there are no restrictions, promises, representations, warranties, covenants, conditions or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof.
Section 5.03.    Further Actions; Cooperation. Each of the Stockholders agrees to use its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to give effect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Stockholders (i) acknowledges that such Stockholder will prepare and file with the Commission Filings, including under Section 13(d) of the Exchange Act, relating to its Beneficial Ownership of the Common Stock and (ii) agrees to use its reasonable efforts to assist and cooperate with the other parties in promptly preparing, reviewing and executing any such Filings, including any amendments thereto.
Section 5.04.    Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by email, nationally recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated on the signature pages of this Agreement or in writing by such party to the other parties:
If to RMG Funds, to:
c/o Redmile Group, LLC
One Letterman Drive, Suite D3-300
San Francisco, CA 94129
Email: [***]
Attn: [***]
with a copy (which shall not constitute notice) to:
Sidley Austin LLP
One South Dearborn
Chicago, Illinois 60603
Email: [***]
    [***]
    [***]
Attn: [***]
If to the Company, to:
Jounce Therapeutics, Inc.
780 Memorial Drive
Cambridge, MA 02139
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Email: legal@jouncetx.com
Attn: General Counsel
If to a Stockholder that is not RMG Funds, then to the address set forth in the written agreement of such Stockholder provided for in Section 2.01 hereof.
All such notices, requests, consents and other communications shall be deemed to have been given or made if and when received (including by overnight courier) by the parties at the above addresses or sent by email, with confirmation received, to the email addresses specified above (or at such other address for a party as shall be specified by like notice). Any notice delivered by any party hereto to any other party hereto shall also be delivered to each other party hereto simultaneously with delivery to the first party receiving such notice.
Section 5.05.    Applicable Law. The substantive laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement, without regard to conflicts of law doctrines.
Section 5.06.    Severability. The provisions of this Agreement are independent of and separable from each other. The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement, including any such provisions, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision, as applicable.
Section 5.07.    Successors and Assigns. Except as otherwise provided herein, all the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties hereto. No Stockholder may assign any of its rights hereunder to any Person other than a Permitted Transferee. Each Permitted Transferee of any Stockholder shall be subject to all of the terms of this Agreement, and by taking and holding such shares, subject to the immediately preceding sentence, such Person shall be entitled to receive the benefits of and be conclusively deemed to have agreed to be bound by and to comply with all of the terms and provisions of this Agreement; provided, however, no transfer of rights permitted hereunder shall be binding upon or obligate the Company unless and until (i) if required under Section 2.01 hereof, the Company shall have received written notice of such transfer and the joinder of the transferee provided for in Section 2.01 hereof, and (ii) such transferee can establish Beneficial Ownership or ownership of record of a Registrable Amount (whether individually or together with its Affiliates that are Stockholders or transferees of Stockholders and, if applicable, its other Permitted Transferees that are Stockholders or transferees of Stockholders). The Company may not assign any of its rights or obligations hereunder without the prior written consent of each of the Stockholders, and any assignment attempted or effected without obtaining such required consent shall be null and void. Notwithstanding the foregoing, no successor or assignee of the Company shall have any rights granted under this Agreement until such Person shall acknowledge its rights and obligations hereunder by a signed written statement of such Person’s acceptance of such rights and obligations.
Section 5.08.    Amendments. This Agreement may not be amended, modified or supplemented unless such amendment, modification or supplement is in writing and signed by each of the Stockholders and the Company.
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Section 5.09.    Waiver. The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in a writing signed by the party against whom the waiver is to be effective, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty.
Section 5.10.    Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same Agreement.
Section 5.11.    Submission To Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND ANY ACTION FOR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF SHALL BE BROUGHT IN THE DELAWARE COURT OF CHANCERY AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT OF CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE) AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND THE APPELLATE COURTS THEREOF. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS FOR NOTICES SET FORTH HEREIN. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HERETO WAIVE THEIR RIGHT TO A JURY TRIAL WITH RESPECT TO DISPUTES HEREUNDER.
Section 5.12.    Injunctive Relief. Each party hereto acknowledges and agrees that a violation of any of the terms of this Agreement will cause the other parties irreparable injury for which an adequate remedy at law is not available. Therefore, the Stockholders agree that each party shall be entitled to, an injunction, restraining order, specific performance or other equitable relief from any court of competent jurisdiction, restraining any party from committing any violations of the provisions of this Agreement, without the need to post a bond or prove the inadequacy of monetary damages.
Section 5.13.    Recapitalizations, Exchanges, Etc. Affecting the Shares of Common Stock; New Issuance. The provisions of this Agreement shall apply, to the full extent set forth herein, with respect to Company Securities and to any and all equity or debt securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of, such Company Securities and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof.
20


Section 5.14.    Termination.
(a)    The obligations of the Company and each Stockholder under this Agreement, in each case solely with respect to such Stockholder, shall terminate, and be of no further force and effect; upon the mutual consent of all of the parties hereto, or upon the first date after the Closing (as defined in the Merger Agreement) on which such Stockholder no longer holds any Registrable Securities.
(b)    This Agreement shall terminate on the first date after the Closing (as defined in the Merger Agreement) on which the Registrable Securities, in the aggregate, are less than a Registrable Amount.
(c)    Notwithstanding clauses (a) and (b) above, the following shall survive the termination of this Agreement: (i) the provisions of Section 3.02 (which shall terminate, and be of no further force and effect, with respect to each Stockholder, at such time as such Stockholder and its Affiliates and Permitted Transferees ceases to Beneficially Own a Registrable Amount), Section 3.06, Article 4, Section 5.05, Section 5.11 and this Section 5.14 and (ii) the rights with respect to the breach of any provision hereof by the Company.
Section 5.15.    Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable action, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.
Section 5.16.    Gilead RRA. The Company covenants and agrees that, to the extent it amends or modifies the terms of the Gilead RRA with terms materially favorable to Gilead, it shall promptly inform RMG Funds in writing of any such materially favorable amendment or modification, and RMG Funds shall have the right to elect to have such favorable terms included herein, in which case, the parties hereto shall promptly amend this Agreement to effect the same.
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21


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective officers thereunto duly as of the date first above written.
JOUNCE THERAPEUTICS, INC.
By:
Name:
Title:


[Signature Page To Registration Rights Agreement]


[RMG FUNDS]
    By:

    By:    
        Name:
        Title:


[Signature Page To Registration Rights Agreement]

Exhibit 10.1
Amendment No. 1 to Employment Agreement
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”).
Background
A.    Jounce and the Executive are parties to that certain Employment Agreement, dated July 24, 2017 (the “Agreement”).
B.    Jounce and the Executive desire to amend the Agreement.
NOW, THEREFORE, Jounce and the Executive agree as follows:
1.Amendment of the Agreement. Jounce and the Executive agree to amend the terms of the Agreement as provided below, effective as of the Amendment No. 1 Effective Date. Where the Agreement is not explicitly amended, the terms of the Agreement will remain in full force and effect. Capitalized terms used in this Amendment No. 1 that are not otherwise defined herein shall have the same meanings as such terms are given in the Agreement.
2.Severance if a Terminating Event Occurs Outside the Sale Event Period. Section 6 of the Agreement is hereby amended to delete the period after Subsection (b) and add Subsection (c):
“;
(c)     in the event of a termination of the Executive’s employment by the Company other than for Cause that occurs within (x) three months prior to the signing of a definitive agreement relating to a transaction that, if consummated, would constitute a Sale Event and (y) the closing of such transaction, the Company shall pay to the Executive, within sixty (60) days of the closing of such transaction and in a single lump-sum payment, an amount equal to (i) three months of the Executive’s Base Salary in effect immediately prior to such termination; (ii) a bonus for the year during which the termination occurs, calculated by multiplying the Executive’s Target Bonus Percentage (in effect immediately prior to such termination) by twelve months of such Executive’s Base Salary and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a lump sum cash payment in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company for three months after the Date of Termination;
(d) all restricted stock unit awards held by the Executive with time-based vesting shall immediately accelerate and become fully vested as of the Date of Termination; and
(e) in the event of a termination of the Executive’s employment by the Company other than for Cause that occurs within (x) three months prior to the signing of a definitive agreement relating to a transaction that, if consummated, would constitute a Sale Event and (y) the closing of such transaction, the Company agrees that, provided that the Executive maintains a contractual service relationship with the Company, all stock options held by the Executive with time-based vesting shall continue to vest throughout the Executive’s service relationship and, pursuant to the terms of the such stock option award agreements, 100% of the unvested portion of such stock options held by the Executive shall immediately accelerate and become fully



exercisable or nonforfeitable as of the date on which the Executive’s service relationship with the Company terminates.”
3.Counterparts. This Amendment No. 1 may be executed in counterparts, each of which shall constitute an original and both of which, when taken together, shall constitute one agreement. The exchange of a fully executed Amendment No. 1 (in counterparts or otherwise) by electronic transmission, including by email, or facsimile shall be sufficient to bind Jounce and the Executive to the terms and conditions of this Amendment No. 1.
[Remainder of page intentionally blank; signature page follows]
2



IN WITNESS WHEREOF, Jounce and Executive have executed this Amendment No. 1 by their respective duly authorized representatives as of the Amendment No. 1 Effective Date.

Jounce Therapeutics, Inc.


By: /s/ Richard Murray, Ph.D.

Name: Richard Murray, Ph.D.

Title: President and CEO
Hugh Cole
 

/s/ Hugh Cole


3
Exhibit 10.2
Amendment No. 1 to Amended and Restated Employment Agreement
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”).
Background
A.    Jounce and the Executive are parties to that certain Amended and Restated Employment Agreement, dated January 6, 2017 (the “Agreement”).
B.    Jounce and the Executive desire to amend the Agreement.
NOW, THEREFORE, Jounce and the Executive agree as follows:
1.Amendment of the Agreement. Jounce and the Executive agree to amend the terms of the Agreement as provided below, effective as of the Amendment No. 1 Effective Date. Where the Agreement is not explicitly amended, the terms of the Agreement will remain in full force and effect. Capitalized terms used in this Amendment No. 1 that are not otherwise defined herein shall have the same meanings as such terms are given in the Agreement.
2.Severance if a Terminating Event Occurs Outside the Sale Event Period. Section 6 of the Agreement is hereby amended to delete the period after Subsection (b) and add Subsection (c):
“; and
(c)     in the event of a termination of the Executive’s employment by the Company other than for Cause that occurs within (x) three months prior to the signing of a definitive agreement relating to a transaction that, if consummated, would constitute a Sale Event and (y) the closing of such transaction, the Company shall pay to the Executive, within sixty (60) days of the closing of such transaction and in a single lump-sum payment, an amount equal to (i) three months of the Executive’s Base Salary in effect immediately prior to such termination; (ii) a bonus for the year during which the termination occurs, calculated by multiplying the Executive’s Target Bonus Percentage (in effect immediately prior to such termination) by twelve months of such Executive’s Base Salary and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a lump sum cash payment in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company for three months after the Date of Termination;
(d) all restricted stock unit awards held by the Executive with time-based vesting shall immediately accelerate and become fully vested as of the Date of Termination; and
(e) in the event of a termination of the Executive’s employment by the Company other than for Cause that occurs within (x) three months prior to the signing of a definitive agreement relating to a transaction that, if consummated, would constitute a Sale Event and (y) the closing of such transaction, the Company agrees that, provided that the Executive maintains a contractual service relationship with the Company, all stock options held by the Executive with time-based vesting shall continue to vest throughout the Executive’s service relationship and, pursuant to the terms of the such stock option award agreements, 100% of the unvested portion of such stock options held by the Executive shall immediately accelerate and become fully



exercisable or nonforfeitable as of the date on which the Executive’s service relationship with the Company terminates.”
3.Counterparts. This Amendment No. 1 may be executed in counterparts, each of which shall constitute an original and both of which, when taken together, shall constitute one agreement. The exchange of a fully executed Amendment No. 1 (in counterparts or otherwise) by electronic transmission, including by email, or facsimile shall be sufficient to bind Jounce and the Executive to the terms and conditions of this Amendment No. 1.
[Remainder of page intentionally blank; signature page follows]
2



IN WITNESS WHEREOF, Jounce and Executive have executed this Amendment No. 1 by their respective duly authorized representatives as of the Amendment No. 1 Effective Date.

Jounce Therapeutics, Inc.


By: /s/ Richard Murray, Ph.D.

Name: Richard Murray, Ph.D.

Title: President and CEO
Kim C. Drapkin
 

/s/ Kim C. Drapkin

3
Exhibit 10.3
Amendment No. 1 to Amended and Restated Employment Agreement
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 Richard Murray, Ph.D. (the “Executive”).
Background
A.    Jounce and the Executive are parties to that certain Amended and Restated Employment Agreement, dated January 6, 2017 (the “Agreement”).
B.    Jounce and the Executive desire to amend the Agreement.
NOW, THEREFORE, Jounce and the Executive agree as follows:
1.Amendment of the Agreement. Jounce and the Executive agree to amend the terms of the Agreement as provided below, effective as of the Amendment No. 1 Effective Date. Where the Agreement is not explicitly amended, the terms of the Agreement will remain in full force and effect. Capitalized terms used in this Amendment No. 1 that are not otherwise defined herein shall have the same meanings as such terms are given in the Agreement.
2.Severance if a Terminating Event Occurs Outside the Sale Event Period. Section 6 of the Agreement is hereby amended to delete the period after Subsection (b) and add Subsection (c):
“; and
(c)     in the event of a termination of the Executive’s employment by the Company other than for Cause that occurs within (x) three months prior to the signing of a definitive agreement relating to a transaction that, if consummated, would constitute a Sale Event and (y) the closing of such transaction, the Company shall pay to the Executive, within sixty (60) days of the closing of such transaction and in a single lump-sum payment, an amount equal to (i) six months of the Executive’s Base Salary in effect immediately prior to such termination; (ii) a bonus for the year during which the termination occurs, calculated by multiplying the Executive’s Target Bonus Percentage (in effect immediately prior to such termination) by eighteen months of such Executive’s Base Salary and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a lump sum cash payment in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company for six months after the Date of Termination;
(d) all restricted stock unit awards held by the Executive with time-based vesting shall immediately accelerate and become fully vested as of the Date of Termination; and
(e) in the event of a termination of the Executive’s employment by the Company other than for Cause that occurs within (x) three months prior to the signing of a definitive agreement relating to a transaction that, if consummated, would constitute a Sale Event and (y) the closing of such transaction, the Company agrees that, provided that the Executive maintains a contractual service relationship with the Company, all stock options held by the Executive with time-based vesting shall continue to vest throughout the Executive’s service relationship and, pursuant to the terms of the such stock option award agreements, 100% of the unvested portion of such stock options held by the Executive shall immediately accelerate and become fully



exercisable or nonforfeitable as of the date on which the Executive’s service relationship with the Company terminates.”
3.Counterparts. This Amendment No. 1 may be executed in counterparts, each of which shall constitute an original and both of which, when taken together, shall constitute one agreement. The exchange of a fully executed Amendment No. 1 (in counterparts or otherwise) by electronic transmission, including by email, or facsimile shall be sufficient to bind Jounce and the Executive to the terms and conditions of this Amendment No. 1.
[Remainder of page intentionally blank; signature page follows]
2



IN WITNESS WHEREOF, Jounce and Executive have executed this Amendment No. 1 by their respective duly authorized representatives as of the Amendment No. 1 Effective Date.

Jounce Therapeutics, Inc.


By: /s/ Jacquelyn Fahey Sandell

Name: Jacquelyn Fahey Sandell

Title: Chief Legal Officer
Richard Murray, Ph.D.


/s/ Richard Murray, Ph.D.

3
Exhibit 10.4
Amendment No. 1 to Amended and Restated Employment Agreement
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 Elizabeth Trehu, M.D. (the “Executive”).
Background
A.    Jounce and the Executive are parties to that certain Amended and Restated Employment Agreement, dated January 6, 2017 (the “Agreement”).
B.    Jounce and the Executive desire to amend the Agreement.
NOW, THEREFORE, Jounce and the Executive agree as follows:
1.Amendment of the Agreement. Jounce and the Executive agree to amend the terms of the Agreement as provided below, effective as of the Amendment No. 1 Effective Date. Where the Agreement is not explicitly amended, the terms of the Agreement will remain in full force and effect. Capitalized terms used in this Amendment No. 1 that are not otherwise defined herein shall have the same meanings as such terms are given in the Agreement.
2.Severance if a Terminating Event Occurs Outside the Sale Event Period. Section 6 of the Agreement is hereby amended to delete the period after Subsection (b) and add Subsection (c):
“; and
(c)     in the event of a termination of the Executive’s employment by the Company other than for Cause that occurs within (x) three months prior to the signing of a definitive agreement relating to a transaction that, if consummated, would constitute a Sale Event and (y) the closing of such transaction, the Company shall pay to the Executive, within sixty (60) days of the closing of such transaction and in a single lump-sum payment, an amount equal to (i) three months of the Executive’s Base Salary in effect immediately prior to such termination; (ii) a bonus for the year during which the termination occurs, calculated by multiplying the Executive’s Target Bonus Percentage (in effect immediately prior to such termination) by twelve months of such Executive’s Base Salary and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a lump sum cash payment in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company for three months after the Date of Termination;
(d) all restricted stock unit awards held by the Executive with time-based vesting shall immediately accelerate and become fully vested as of the Date of Termination; and
(e) in the event of a termination of the Executive’s employment by the Company other than for Cause that occurs within (x) three months prior to the signing of a definitive agreement relating to a transaction that, if consummated, would constitute a Sale Event and (y) the closing of such transaction, the Company agrees that, provided that the Executive maintains a contractual service relationship with the Company, all stock options held by the Executive with time-based vesting shall continue to vest throughout the Executive’s service relationship and, pursuant to the terms of the such stock option award agreements, 100% of the unvested portion of such stock options held by the Executive shall immediately accelerate and become fully



exercisable or nonforfeitable as of the date on which the Executive’s service relationship with the Company terminates.”
3.Counterparts. This Amendment No. 1 may be executed in counterparts, each of which shall constitute an original and both of which, when taken together, shall constitute one agreement. The exchange of a fully executed Amendment No. 1 (in counterparts or otherwise) by electronic transmission, including by email, or facsimile shall be sufficient to bind Jounce and the Executive to the terms and conditions of this Amendment No. 1.
[Remainder of page intentionally blank; signature page follows]
2



IN WITNESS WHEREOF, Jounce and Executive have executed this Amendment No. 1 by their respective duly authorized representatives as of the Amendment No. 1 Effective Date.

Jounce Therapeutics, Inc.


By: /s/ Richard Murray, Ph.D.

Name: Richard Murray, Ph.D.

Title: President and CEO
Elizabeth Trehu, M.D.


/s/ Elizabeth Trehu, M.D.

3
Exhibit 10.5

CONSULTING AGREEMENT


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 Hugh Cole, 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”).

WHEREAS, in consideration of the mutual covenants contained in this Agreement, Jounce desires to retain the services of Consultant as an independent consultant with respect to certain activities as described in this Agreement, and Consultant is willing to perform such services.

NOW, THEREFORE, Consultant and Jounce agree as follows:

1.     Description of Services. Consultant will provide consulting services to Jounce as agreed to from time to time by the parties (the “Services”). Consultant will perform all Services in compliance with the terms and conditions of this Agreement. In addition, Consultant will be available for a reasonable number of telephone and/or written consultations. If required by Jounce, Consultant shall use equipment, hardware, software and/or an email address provided by Jounce for the performance of the Services.

2.    Contract Term & Termination. The term of this Agreement will commence on the Effective Date and end on the earlier of: (i) the end of the day that Jounce consummates a transaction that constitutes a change of control (and, for the avoidance of doubt, no earlier than the closing of such transaction) and (ii) one (1) year thereafter, unless earlier terminated in accordance with this Agreement or extended by mutual written agreement. Jounce may terminate this Agreement for any reason upon ninety (90) days’ prior written notice to the Consultant. The Consultant may terminate this Agreement for any reason upon fourteen (14) days’ prior written notice to Jounce. Either party may terminate this Agreement immediately upon breach by the other party.

3.    Payment of Fees and Expenses. In consideration of the performance by Consultant of the Services, Jounce agrees to pay Consultant at the rate of Four Hundred Dollars ($400.00) per hour (such consideration, “Fees”) subject to the other terms and conditions of this Agreement. Consultant will submit invoices to Jounce for any Fees due on a monthly basis for all Fees and expenses due for the immediately prior calendar month. Each invoice will reasonably itemize the Services performed with respect to which Fees are due. Jounce shall reimburse Consultant for any pre-approved actual expenses incurred by Consultant in connection with the provision of Services. Requests for reimbursement of expenses shall be in a form reasonably acceptable to Jounce and shall accompany Consultant’s Services invoices. Jounce shall pay Consultant the amounts properly due and payable under each invoice within thirty (30) days after receipt of such invoice. Jounce may, in good faith, dispute any amount invoiced under this Agreement that Jounce reasonably believes to be inaccurate or inappropriate by withholding payment of the disputed amount of such invoice. The parties shall negotiate in good faith to resolve any such dispute. Once the disputed portion of such invoice is resolved, Jounce agrees to pay any amount no longer in dispute within thirty (30) days after such resolution.

4.    Compliance with Laws. Consultant represents and warrants that Consultant will render Services in compliance with all applicable laws, rules and regulations, including but not limited to the U.S. Food, Drug and Cosmetic Act, as amended from time to time. Further,





Consultant represents that he/she has not been debarred and is not under consideration to be debarred by the U.S. Food and Drug Administration from working in or providing consulting services to any pharmaceutical or biotechnology company under the Generic Drug Enforcement Act of 1992. Consultant will promptly notify Jounce in writing upon any inquiry or notice concerning or the commencement of any debarment investigation or proceeding under Generic Drug Enforcement Act of 1992 regarding Consultant.

    5.    Conflict with Obligations to Third Parties. Consultant represents and warrants to Jounce that the terms of this Agreement and Consultant’s performance of Services do not and will not conflict with any of Consultant’s obligations to any third parties. Consultant will promptly notify Jounce if Consultant has notice of or is aware of a conflict or potential conflict between the performance of Services for Jounce and Consultant’s obligations to any third party. Consultant represents that Consultant has not brought and will not bring with Consultant to Jounce or use in the performance of Services any equipment, materials, confidential information or trade secrets of any third party which are not generally available to the public, unless Consultant has obtained written authorization for their possession and use. If Consultant is a faculty member at or employee of a university or hospital (“Institution”) or of another company, Consultant represents and warrants that pursuant to such Institution’s or company’s policies concerning professional consulting and additional workload, Consultant is permitted to enter into this Agreement. If Consultant is required by such Institution to disclose to it any proposed agreements with industry, Consultant has made that disclosure.

    6.    Work Product. Consultant transfers and assigns to Jounce and/or its designee all ownership and right, title and interest in Work Product such that Jounce shall enjoy and shall be entitled to exercise all the rights of a sole, exclusive holder in such Work Product. “Work Product” means work product, inventions, results, reports, discoveries, original works of authorship, developments, improvements, ideas, know-how, techniques, methods, processes, research, or documents, whether or not patentable or subject to copyright or trade secret protection, including all intellectual property rights therein and any other statutory right associated therewith, that is created or generated in connection with the performance of the Services, and that Consultant solely or jointly with others creates, conceives, develop or reduces to practice, or causes to be created, conceived, developed or reduced to practice, in the course of the performance of Services. Consultant shall promptly make full written disclosure of Work Product to Jounce and will hold in trust for the sole right and benefit of Jounce. Consultant shall keep and maintain adequate and current written records of all Work Product, and such records will be available to and remain the sole property of Jounce at all times. Without limiting the foregoing, all original works of authorship which are made by Consultant (solely or jointly with others) within the scope of consultancy and which are protectable by copyright are “works made for hire”, as that term is defined in the United States Copyright Act. Consultant warrants that Consultant has and will have the right to transfer and assign to Jounce ownership of all works of authorship as a result of their status as “works made for hire” by those individuals engaged by Consultant to render Services for the purposes of the U.S. Copyright Act. Jounce will own and, to the extent permissible under applicable law, Consultant hereby assigns to Jounce all right, title, and interest in and to all inventions, discoveries, innovations or improvements, whether or not patentable, that are discovered, conceived, made, reduced to practice or learned by Consultant in the performance of the Services, including all intellectual property rights therein. Consultant shall execute all documents, and take any and all actions needed, all without further consideration, in order to confirm Jounce’s rights as outlined above. If Jounce is unable for any reason to secure Consultant’s signature to apply for or to pursue any application for any United States or foreign patent, trademark, copyright or other registration covering Work Product assigned to Jounce under this Agreement, then Consultant hereby irrevocably designates and appoints Jounce and its duly authorized officers and agents as Consultant’s agent and attorney–in-fact, to act for and in Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent





or trademark, copyright or other registrations thereon with the same legal force and effect as if executed by Consultant. If for any reason Consultant cannot assign Work Product under this Section 6 to Jounce, then Consultant hereby grants Jounce an exclusive, royalty-free, fully paid-up, irrevocable, worldwide sublicensable license under such Work Product, including all intellectual property rights therein, for any and all uses.

    7.    Confidentiality & Non-Use. Consultant shall hold all of Jounce’s Confidential Information in confidence, shall exercise reasonable precautions to physically protect the integrity and confidentiality of all of Jounce’s Confidential Information and shall not disclose any Confidential Information to any third party, except as expressly permitted by this Agreement. Consultant shall not use Jounce’s Confidential Information for any purpose except as may be necessary in the ordinary course of performing Services without the prior written consent of Jounce. Consultant acknowledges that in connection with entering into and performing this Agreement or performing Services, Jounce has disclosed or may disclose (whether directly or indirectly) information to Consultant (including information of third parties that Jounce may disclose to Consultant). Jounce’s “Confidential Information” means (a) all Work Product, and (b) all confidential and proprietary data, trade secrets, business plans, and other information of a confidential or proprietary nature, belonging to Jounce or its subsidiaries or third parties with whom Jounce may have business dealings, disclosed or otherwise made available to Consultant by Jounce or on behalf of Jounce; provided, however, that Confidential Information shall not include information Consultant receives from Jounce which Consultant establishes by competent proof: (i) was in the public domain at the time of disclosure; (ii) after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; (iii) was in Consultant’s possession without obligation of confidentiality before the time of first disclosure by Jounce; (iv) Consultant independently developed without use or reference to any Confidential Information; or (v) was received by Consultant from a third party who has the right to disclose it to Consultant. Consultant may disclose the Confidential Information to a governmental authority or by order of a court of competent jurisdiction only if required by such governmental authority or court and provided that Consultant (x) uses best efforts to obtain all applicable governmental or judicial protection available for like material and (y) provides Jounce with reasonable advance written notice of such required disclosure. Any failure by Jounce to designate information as confidential or proprietary shall not be deemed to waive any rights of Jounce or obligations of Consultant under this Agreement. Consultant shall not reverse engineer, chemically analyze, disassemble, modify, decompile or create derivative works based on any Jounce’s Confidential Information. All Jounce’s Confidential Information shall be solely and exclusively owned by Jounce.

    8.    Jounce Property. All documents, data, records, apparatus, equipment and other physical property, software and email address furnished or made available to Consultant in connection with this Agreement shall be and remain the sole property of Jounce, shall be used solely for performance of the Services and shall be returned promptly to Jounce when requested. In any event, Consultant shall return and deliver all such property, including any copies thereof, upon termination or expiration of this Agreement, irrespective of the reason for such termination.

9.    Publication; Publicity. Without limiting Section 7 (Confidentiality & Non-Use), Consultant shall not publish any Work Product, in whole or in part, without the prior express written consent of Jounce. Consultant shall not use the name, logo, trade name, service mark, or trademark, or any simulation, abbreviation, or adaptation of same, or the name of Jounce or its subsidiaries for publicity, promotion, or similar non-regulatory uses without Jounce’s prior written consent.

    10.    Independent Contractor Relationship; No Conflict of Interest. It being the intent of the parties to establish an independent contractor relationship, nothing contained in this Agreement shall be deemed to make Consultant an employee of Jounce, nor shall Consultant





have authority to bind Jounce in any manner whatsoever by reason of this Agreement. Except for Section 16 below, Consultant shall not be entitled to any of the benefits that Jounce may make available to its employees, including, but not limited to, group health or life insurance, profit sharing or retirement benefits. Consultant shall at all times while on Jounce premises observe all security and safety policies of Jounce. Consultant shall bear sole responsibility for paying and reporting its own applicable federal and state income taxes, social security taxes, unemployment insurance, workers’ compensation, and health or disability insurance, retirement benefits, and other welfare or pension benefits, if any, and shall indemnify and hold Jounce harmless from and against any liability with respect thereto. For the term of this Agreement, Consultant shall not work as an employee or consultant for any third party on a project or potential transaction: (i) in which Jounce is directly and actively involved; or (ii) as a result of which, Consultant’s performance of the Services may be materially limited by Consultant’s responsibilities to such third party.

11.    Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the first page of this Agreement or to such other address as either party may provide in writing.

    12.    Assignment. The rights and obligations of the parties hereunder shall inure to the benefit of and shall be binding upon their respective successors and assigns. This Agreement may not be assigned by Consultant, and Consultant’s obligations under this Agreement may not be subcontracted or delegated by Consultant, without the prior written consent of Jounce. For clarity, this Agreement may be assigned by Jounce with prompt notice of such assignment to Consultant.

    13.    Specific Enforcement. Consultant acknowledges that Jounce will have no adequate remedy at law in the event Consultant breaches the terms of Sections 4 through 9. In addition to any other rights it may have, Jounce shall have the right to obtain in any court of competent jurisdiction injunctive or other relief to restrain any breach or threatened breach of this Agreement.

14.    Noninterference with Business. During this Agreement, and for a period of one (1) year immediately following the termination or expiration of this Agreement, Consultant shall not (to the extent such prohibition is permitted by applicable law) solicit or induce any employee or independent contractor involved in the performance of this Agreement to terminate or breach an employment, contractual or other relationship with Jounce.

15.    Limitation of Liability and Indemnification of Consultant. Without limiting Jounce’s right to terminate this Agreement in accordance with Section 2 above, Jounce agrees that Consultant shall not be liable, in damages or in any other manner, to Jounce or any of its affiliates, employees, consultants, officers or directors, for any of Consultant’s acts or omissions in connection with Services, except any act or omission with respect to which a court of competent jurisdiction has issued a final decision, judgment or order determining that Consultant was grossly negligent or engaged in willful misconduct. Further, Jounce agrees to defend, indemnify and hold Consultant harmless from and against any and all third party claims, demands, causes of action, suits and proceedings (each, a “Claim”) and related damages, losses, settlements and expenses (including but not limited to reasonable attorneys’ fees) arising out of or related to the Services, except to the extent a court of competent jurisdiction has issued a final decision, judgment or order that such Claim arose as a result of Consultant’s gross negligence or willful misconduct.






16.    Vesting and Exercisability of Equity Awards. To provide for the continued vesting and exercisability of certain of the Consultant’s outstanding stock option awards based on the Consultant’s provision of services to Jounce pursuant to this Agreement, Jounce has amended the option awards granted to the Consultant under Jounce’s 2017 Stock Option and Incentive Plan (the “2017 Plan”) or granted as an inducement award, if applicable, listed on Exhibit A, in each case to provide that the vesting and exercisability of such awards shall be based on the Consultant’s service relationship (as defined under the 2017 Plan), including service as a Consultant, in addition to the Consultant’s service as an employee. The Consultant and Jounce each agree and acknowledge that the vesting and exercisability of the Consultant’s restricted stock unit awards under the 2017 Plan shall be based solely on the Consultant’s prior service as an employee of Jounce.

17.    Survival. Any termination of this Agreement shall be without prejudice to any obligation of either party that shall have accrued and then be owing prior to termination. Sections 4 through 17 of this Agreement shall survive any termination of this Agreement.

    18.    Prior Agreements; Governing Law; Severability; Amendment. This Agreement embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous agreements with respect to the subject matter of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would dictate the application of the law of another jurisdiction, and Consultant submits to the jurisdiction and agrees to the proper venue of all state and federal courts located within the Commonwealth of Massachusetts. In the event that any provision of this Agreement shall, for any reason, be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had not been included in this Agreement. This Agreement may not be amended, and its terms may not be waived, except pursuant to a written amendment or waiver signed by both parties.

19.    Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and both of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission, including by email or facsimile, shall be sufficient to bind Jounce and Consultant to the terms and conditions of this Agreement.


Remainder of Page Intentionally Left Blank







IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date written above.

ConsultantJounce Therapeutics, Inc.
Signature: /s/ Hugh Cole

Name: Hugh Cole
By: /s/ Richard Murray, Ph.D.

Name: Richard Murray, Ph.D.

Title: President and CEO





Exhibit A

Grant DateNumberTypePrice
Shares
Granted
09/01/2017100044ISO$16.8923,680
09/01/2017100045Nonqual$16.89166,320
02/01/2018100178ISO$23.984,170
02/01/2018100179Nonqual$23.9866,330
02/01/2019100477ISO$4.402,788
02/01/2019100478Nonqual$4.4041,712
02/03/2020100857ISO$6.5517,148
02/03/2020100858Nonqual$6.5542,852
02/01/2021101048ISO$11.899,682
02/01/2021101049Nonqual$11.8943,718
02/01/2022101651Nonqual$7.5630,000
02/01/2022101652ISO$7.5611,415
02/01/2022101653Nonqual$7.5643,585
08/01/2022101710ISO$2.977,504
08/01/2022101711Nonqual$2.9732,496



Exhibit 10.6

CONSULTING AGREEMENT


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”).

WHEREAS, in consideration of the mutual covenants contained in this Agreement, Jounce desires to retain the services of Consultant as an independent consultant with respect to certain activities as described in this Agreement, and Consultant is willing to perform such services.

NOW, THEREFORE, Consultant and Jounce agree as follows:

1.     Description of Services. Consultant will provide consulting services to Jounce as agreed to from time to time by the parties (the “Services”). Consultant will perform all Services in compliance with the terms and conditions of this Agreement. In addition, Consultant will be available for a reasonable number of telephone and/or written consultations. If required by Jounce, Consultant shall use equipment, hardware, software and/or an email address provided by Jounce for the performance of the Services.

2.    Contract Term & Termination. The term of this Agreement will commence on the Effective Date and end on the earlier of: (i) the end of the day that Jounce consummates a transaction that constitutes a change of control (and, for the avoidance of doubt, no earlier than the closing of such transaction) and (ii) one (1) year thereafter, unless earlier terminated in accordance with this Agreement or extended by mutual written agreement. Jounce may terminate this Agreement for any reason upon ninety (90) days’ prior written notice to the Consultant. The Consultant may terminate this Agreement for any reason upon fourteen (14) days’ prior written notice to Jounce. Either party may terminate this Agreement immediately upon breach by the other party.

3.    Payment of Fees and Expenses. In consideration of the performance by Consultant of the Services, Jounce agrees to pay Consultant at the rate of Five Hundred Fifty Dollars ($550.00) per hour (such consideration, “Fees”) subject to the other terms and conditions of this Agreement. Consultant will submit invoices to Jounce for any Fees due on a monthly basis for all Fees and expenses due for the immediately prior calendar month. Each invoice will reasonably itemize the Services performed with respect to which Fees are due. Jounce shall reimburse Consultant for any pre-approved actual expenses incurred by Consultant in connection with the provision of Services. Requests for reimbursement of expenses shall be in a form reasonably acceptable to Jounce and shall accompany Consultant’s Services invoices. Jounce shall pay Consultant the amounts properly due and payable under each invoice within thirty (30) days after receipt of such invoice. Jounce may, in good faith, dispute any amount invoiced under this Agreement that Jounce reasonably believes to be inaccurate or inappropriate by withholding payment of the disputed amount of such invoice. The parties shall negotiate in good faith to resolve any such dispute. Once the disputed portion of such invoice is resolved, Jounce agrees to pay any amount no longer in dispute within thirty (30) days after such resolution.

4.    Compliance with Laws. Consultant represents and warrants that Consultant will render Services in compliance with all applicable laws, rules and regulations, including but not limited to the U.S. Food, Drug and Cosmetic Act, as amended from time to time. Further,





Consultant represents that he/she has not been debarred and is not under consideration to be debarred by the U.S. Food and Drug Administration from working in or providing consulting services to any pharmaceutical or biotechnology company under the Generic Drug Enforcement Act of 1992. Consultant will promptly notify Jounce in writing upon any inquiry or notice concerning or the commencement of any debarment investigation or proceeding under Generic Drug Enforcement Act of 1992 regarding Consultant.

    5.    Conflict with Obligations to Third Parties. Consultant represents and warrants to Jounce that the terms of this Agreement and Consultant’s performance of Services do not and will not conflict with any of Consultant’s obligations to any third parties. Consultant will promptly notify Jounce if Consultant has notice of or is aware of a conflict or potential conflict between the performance of Services for Jounce and Consultant’s obligations to any third party. Consultant represents that Consultant has not brought and will not bring with Consultant to Jounce or use in the performance of Services any equipment, materials, confidential information or trade secrets of any third party which are not generally available to the public, unless Consultant has obtained written authorization for their possession and use. If Consultant is a faculty member at or employee of a university or hospital (“Institution”) or of another company, Consultant represents and warrants that pursuant to such Institution’s or company’s policies concerning professional consulting and additional workload, Consultant is permitted to enter into this Agreement. If Consultant is required by such Institution to disclose to it any proposed agreements with industry, Consultant has made that disclosure.

    6.    Work Product. Consultant transfers and assigns to Jounce and/or its designee all ownership and right, title and interest in Work Product such that Jounce shall enjoy and shall be entitled to exercise all the rights of a sole, exclusive holder in such Work Product. “Work Product” means work product, inventions, results, reports, discoveries, original works of authorship, developments, improvements, ideas, know-how, techniques, methods, processes, research, or documents, whether or not patentable or subject to copyright or trade secret protection, including all intellectual property rights therein and any other statutory right associated therewith, that is created or generated in connection with the performance of the Services, and that Consultant solely or jointly with others creates, conceives, develop or reduces to practice, or causes to be created, conceived, developed or reduced to practice, in the course of the performance of Services. Consultant shall promptly make full written disclosure of Work Product to Jounce and will hold in trust for the sole right and benefit of Jounce. Consultant shall keep and maintain adequate and current written records of all Work Product, and such records will be available to and remain the sole property of Jounce at all times. Without limiting the foregoing, all original works of authorship which are made by Consultant (solely or jointly with others) within the scope of consultancy and which are protectable by copyright are “works made for hire”, as that term is defined in the United States Copyright Act. Consultant warrants that Consultant has and will have the right to transfer and assign to Jounce ownership of all works of authorship as a result of their status as “works made for hire” by those individuals engaged by Consultant to render Services for the purposes of the U.S. Copyright Act. Jounce will own and, to the extent permissible under applicable law, Consultant hereby assigns to Jounce all right, title, and interest in and to all inventions, discoveries, innovations or improvements, whether or not patentable, that are discovered, conceived, made, reduced to practice or learned by Consultant in the performance of the Services, including all intellectual property rights therein. Consultant shall execute all documents, and take any and all actions needed, all without further consideration, in order to confirm Jounce’s rights as outlined above. If Jounce is unable for any reason to secure Consultant’s signature to apply for or to pursue any application for any United States or foreign patent, trademark, copyright or other registration covering Work Product assigned to Jounce under this Agreement, then Consultant hereby irrevocably designates and appoints Jounce and its duly authorized officers and agents as Consultant’s agent and attorney–in-fact, to act for and in Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent





or trademark, copyright or other registrations thereon with the same legal force and effect as if executed by Consultant. If for any reason Consultant cannot assign Work Product under this Section 6 to Jounce, then Consultant hereby grants Jounce an exclusive, royalty-free, fully paid-up, irrevocable, worldwide sublicensable license under such Work Product, including all intellectual property rights therein, for any and all uses.

    7.    Confidentiality & Non-Use. Consultant shall hold all of Jounce’s Confidential Information in confidence, shall exercise reasonable precautions to physically protect the integrity and confidentiality of all of Jounce’s Confidential Information and shall not disclose any Confidential Information to any third party, except as expressly permitted by this Agreement. Consultant shall not use Jounce’s Confidential Information for any purpose except as may be necessary in the ordinary course of performing Services without the prior written consent of Jounce. Consultant acknowledges that in connection with entering into and performing this Agreement or performing Services, Jounce has disclosed or may disclose (whether directly or indirectly) information to Consultant (including information of third parties that Jounce may disclose to Consultant). Jounce’s “Confidential Information” means (a) all Work Product, and (b) all confidential and proprietary data, trade secrets, business plans, and other information of a confidential or proprietary nature, belonging to Jounce or its subsidiaries or third parties with whom Jounce may have business dealings, disclosed or otherwise made available to Consultant by Jounce or on behalf of Jounce; provided, however, that Confidential Information shall not include information Consultant receives from Jounce which Consultant establishes by competent proof: (i) was in the public domain at the time of disclosure; (ii) after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; (iii) was in Consultant’s possession without obligation of confidentiality before the time of first disclosure by Jounce; (iv) Consultant independently developed without use or reference to any Confidential Information; or (v) was received by Consultant from a third party who has the right to disclose it to Consultant. Consultant may disclose the Confidential Information to a governmental authority or by order of a court of competent jurisdiction only if required by such governmental authority or court and provided that Consultant (x) uses best efforts to obtain all applicable governmental or judicial protection available for like material and (y) provides Jounce with reasonable advance written notice of such required disclosure. Any failure by Jounce to designate information as confidential or proprietary shall not be deemed to waive any rights of Jounce or obligations of Consultant under this Agreement. Consultant shall not reverse engineer, chemically analyze, disassemble, modify, decompile or create derivative works based on any Jounce’s Confidential Information. All Jounce’s Confidential Information shall be solely and exclusively owned by Jounce.

    8.    Jounce Property. All documents, data, records, apparatus, equipment and other physical property, software and email address furnished or made available to Consultant in connection with this Agreement shall be and remain the sole property of Jounce, shall be used solely for performance of the Services and shall be returned promptly to Jounce when requested. In any event, Consultant shall return and deliver all such property, including any copies thereof, upon termination or expiration of this Agreement, irrespective of the reason for such termination.

9.    Publication; Publicity. Without limiting Section 7 (Confidentiality & Non-Use), Consultant shall not publish any Work Product, in whole or in part, without the prior express written consent of Jounce. Consultant shall not use the name, logo, trade name, service mark, or trademark, or any simulation, abbreviation, or adaptation of same, or the name of Jounce or its subsidiaries for publicity, promotion, or similar non-regulatory uses without Jounce’s prior written consent.

    10.    Independent Contractor Relationship; No Conflict of Interest. It being the intent of the parties to establish an independent contractor relationship, nothing contained in this Agreement shall be deemed to make Consultant an employee of Jounce, nor shall Consultant





have authority to bind Jounce in any manner whatsoever by reason of this Agreement. Except for Section 16 below, Consultant shall not be entitled to any of the benefits that Jounce may make available to its employees, including, but not limited to, group health or life insurance, profit sharing or retirement benefits. Consultant shall at all times while on Jounce premises observe all security and safety policies of Jounce. Consultant shall bear sole responsibility for paying and reporting its own applicable federal and state income taxes, social security taxes, unemployment insurance, workers’ compensation, and health or disability insurance, retirement benefits, and other welfare or pension benefits, if any, and shall indemnify and hold Jounce harmless from and against any liability with respect thereto. For the term of this Agreement, Consultant shall not work as an employee or consultant for any third party on a project or potential transaction: (i) in which Jounce is directly and actively involved; or (ii) as a result of which, Consultant’s performance of the Services may be materially limited by Consultant’s responsibilities to such third party.

11.    Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the first page of this Agreement or to such other address as either party may provide in writing.

    12.    Assignment. The rights and obligations of the parties hereunder shall inure to the benefit of and shall be binding upon their respective successors and assigns. This Agreement may not be assigned by Consultant, and Consultant’s obligations under this Agreement may not be subcontracted or delegated by Consultant, without the prior written consent of Jounce. For clarity, this Agreement may be assigned by Jounce with prompt notice of such assignment to Consultant.

    13.    Specific Enforcement. Consultant acknowledges that Jounce will have no adequate remedy at law in the event Consultant breaches the terms of Sections 4 through 9. In addition to any other rights it may have, Jounce shall have the right to obtain in any court of competent jurisdiction injunctive or other relief to restrain any breach or threatened breach of this Agreement.

14.    Noninterference with Business. During this Agreement, and for a period of one (1) year immediately following the termination or expiration of this Agreement, Consultant shall not (to the extent such prohibition is permitted by applicable law) solicit or induce any employee or independent contractor involved in the performance of this Agreement to terminate or breach an employment, contractual or other relationship with Jounce.

15.    Limitation of Liability and Indemnification of Consultant. Without limiting Jounce’s right to terminate this Agreement in accordance with Section 2 above, Jounce agrees that Consultant shall not be liable, in damages or in any other manner, to Jounce or any of its affiliates, employees, consultants, officers or directors, for any of Consultant’s acts or omissions in connection with Services, except any act or omission with respect to which a court of competent jurisdiction has issued a final decision, judgment or order determining that Consultant was grossly negligent or engaged in willful misconduct. Further, Jounce agrees to defend, indemnify and hold Consultant harmless from and against any and all third party claims, demands, causes of action, suits and proceedings (each, a “Claim”) and related damages, losses, settlements and expenses (including but not limited to reasonable attorneys’ fees) arising out of or related to the Services, except to the extent a court of competent jurisdiction has issued a final decision, judgment or order that such Claim arose as a result of Consultant’s gross negligence or willful misconduct.






16.    Vesting and Exercisability of Equity Awards. To provide for the continued vesting and exercisability of certain of the Consultant’s outstanding stock option awards based on the Consultant’s provision of services to Jounce pursuant to this Agreement, Jounce has amended the option awards granted to the Consultant under Jounce’s 2017 Stock Option and Incentive Plan (the “2017 Plan”) or granted as an inducement award, if applicable, listed on Exhibit A, in each case to provide that the vesting and exercisability of such awards shall be based on the Consultant’s service relationship (as defined under the 2017 Plan), including service as a Consultant, in addition to the Consultant’s service as an employee. The Consultant and Jounce each agree and acknowledge that the vesting and exercisability of the Consultant’s restricted stock unit awards under the 2017 Plan shall be based solely on the Consultant’s prior service as an employee of Jounce.

17.    Survival. Any termination of this Agreement shall be without prejudice to any obligation of either party that shall have accrued and then be owing prior to termination. Sections 4 through 17 of this Agreement shall survive any termination of this Agreement.

    18.    Prior Agreements; Governing Law; Severability; Amendment. This Agreement embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous agreements with respect to the subject matter of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would dictate the application of the law of another jurisdiction, and Consultant submits to the jurisdiction and agrees to the proper venue of all state and federal courts located within the Commonwealth of Massachusetts. In the event that any provision of this Agreement shall, for any reason, be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had not been included in this Agreement. This Agreement may not be amended, and its terms may not be waived, except pursuant to a written amendment or waiver signed by both parties.

19.    Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and both of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission, including by email or facsimile, shall be sufficient to bind Jounce and Consultant to the terms and conditions of this Agreement.


Remainder of Page Intentionally Left Blank







IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date written above.

ConsultantJounce Therapeutics, Inc.


Signature: /s/ Richard Murray, Ph.D.

Name: Richard Murray, Ph.D.


By: /s/ Jacquelyn Fahey Sandell

Name: Jacquelyn Fahey Sandell

Title: Chief Legal Officer





Exhibit A

Grant DateNumberTypePrice
Shares
Granted
02/01/2018100073ISO$23.988,342
02/01/2018100074Nonqual$23.98191,658
02/01/2019100403ISO$4.407,818
02/01/2019100404Nonqual$4.40117,192
02/03/2020100801ISO$6.5519,394
02/03/2020100802Nonqual$6.55130,616
02/01/2021101265ISO$11.8911,655
02/01/2021101266Nonqual$11.89138,345
02/03/2021101268Nonqual$12.6715,000
02/01/2022101503ISO$7.5610,938
02/01/2022101504Nonqual$7.56164,062



Exhibit 10.7

CONSULTING AGREEMENT


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 Elizabeth Trehu, M.D., an individual with an address of [***] (hereinafter “Consultant”) and Jounce Therapeutics, Inc., a Delaware corporation, with its office located at 780 Memorial Drive, Cambridge, MA 02139 (hereinafter “Jounce”).

WHEREAS, in consideration of the mutual covenants contained in this Agreement, Jounce desires to retain the services of Consultant as an independent consultant with respect to certain activities as described in this Agreement, and Consultant is willing to perform such services.

NOW, THEREFORE, Consultant and Jounce agree as follows:

1.     Description of Services. Consultant will provide consulting services to Jounce as agreed to from time to time by the parties (the “Services”). Consultant will perform all Services in compliance with the terms and conditions of this Agreement. In addition, Consultant will be available for a reasonable number of telephone and/or written consultations. If required by Jounce, Consultant shall use equipment, hardware, software and/or an email address provided by Jounce for the performance of the Services.

2.    Contract Term & Termination. The term of this Agreement will commence on the Effective Date and end on the earlier of: (i) the end of the day that Jounce consummates a transaction that constitutes a change of control (and, for the avoidance of doubt, no earlier than the closing of such transaction) and (ii) one (1) year thereafter, unless earlier terminated in accordance with this Agreement or extended by mutual written agreement. Jounce may terminate this Agreement for any reason upon ninety (90) days’ prior written notice to the Consultant. The Consultant may terminate this Agreement for any reason upon fourteen (14) days’ prior written notice to Jounce. Either party may terminate this Agreement immediately upon breach by the other party.

3.    Payment of Fees and Expenses. In consideration of the performance by Consultant of the Services, Jounce agrees to pay Consultant at the rate of Four Hundred Dollars ($400.00) per hour (such consideration, “Fees”) subject to the other terms and conditions of this Agreement. Consultant will submit invoices to Jounce for any Fees due on a monthly basis for all Fees and expenses due for the immediately prior calendar month. Each invoice will reasonably itemize the Services performed with respect to which Fees are due. Jounce shall reimburse Consultant for any pre-approved actual expenses incurred by Consultant in connection with the provision of Services. Requests for reimbursement of expenses shall be in a form reasonably acceptable to Jounce and shall accompany Consultant’s Services invoices. Jounce shall pay Consultant the amounts properly due and payable under each invoice within thirty (30) days after receipt of such invoice. Jounce may, in good faith, dispute any amount invoiced under this Agreement that Jounce reasonably believes to be inaccurate or inappropriate by withholding payment of the disputed amount of such invoice. The parties shall negotiate in good faith to resolve any such dispute. Once the disputed portion of such invoice is resolved, Jounce agrees to pay any amount no longer in dispute within thirty (30) days after such resolution.

4.    Compliance with Laws. Consultant represents and warrants that Consultant will render Services in compliance with all applicable laws, rules and regulations, including but not limited to the U.S. Food, Drug and Cosmetic Act, as amended from time to time. Further,





Consultant represents that he/she has not been debarred and is not under consideration to be debarred by the U.S. Food and Drug Administration from working in or providing consulting services to any pharmaceutical or biotechnology company under the Generic Drug Enforcement Act of 1992. Consultant will promptly notify Jounce in writing upon any inquiry or notice concerning or the commencement of any debarment investigation or proceeding under Generic Drug Enforcement Act of 1992 regarding Consultant.

    5.    Conflict with Obligations to Third Parties. Consultant represents and warrants to Jounce that the terms of this Agreement and Consultant’s performance of Services do not and will not conflict with any of Consultant’s obligations to any third parties. Consultant will promptly notify Jounce if Consultant has notice of or is aware of a conflict or potential conflict between the performance of Services for Jounce and Consultant’s obligations to any third party. Consultant represents that Consultant has not brought and will not bring with Consultant to Jounce or use in the performance of Services any equipment, materials, confidential information or trade secrets of any third party which are not generally available to the public, unless Consultant has obtained written authorization for their possession and use. If Consultant is a faculty member at or employee of a university or hospital (“Institution”) or of another company, Consultant represents and warrants that pursuant to such Institution’s or company’s policies concerning professional consulting and additional workload, Consultant is permitted to enter into this Agreement. If Consultant is required by such Institution to disclose to it any proposed agreements with industry, Consultant has made that disclosure.

    6.    Work Product. Consultant transfers and assigns to Jounce and/or its designee all ownership and right, title and interest in Work Product such that Jounce shall enjoy and shall be entitled to exercise all the rights of a sole, exclusive holder in such Work Product. “Work Product” means work product, inventions, results, reports, discoveries, original works of authorship, developments, improvements, ideas, know-how, techniques, methods, processes, research, or documents, whether or not patentable or subject to copyright or trade secret protection, including all intellectual property rights therein and any other statutory right associated therewith, that is created or generated in connection with the performance of the Services, and that Consultant solely or jointly with others creates, conceives, develop or reduces to practice, or causes to be created, conceived, developed or reduced to practice, in the course of the performance of Services. Consultant shall promptly make full written disclosure of Work Product to Jounce and will hold in trust for the sole right and benefit of Jounce. Consultant shall keep and maintain adequate and current written records of all Work Product, and such records will be available to and remain the sole property of Jounce at all times. Without limiting the foregoing, all original works of authorship which are made by Consultant (solely or jointly with others) within the scope of consultancy and which are protectable by copyright are “works made for hire”, as that term is defined in the United States Copyright Act. Consultant warrants that Consultant has and will have the right to transfer and assign to Jounce ownership of all works of authorship as a result of their status as “works made for hire” by those individuals engaged by Consultant to render Services for the purposes of the U.S. Copyright Act. Jounce will own and, to the extent permissible under applicable law, Consultant hereby assigns to Jounce all right, title, and interest in and to all inventions, discoveries, innovations or improvements, whether or not patentable, that are discovered, conceived, made, reduced to practice or learned by Consultant in the performance of the Services, including all intellectual property rights therein. Consultant shall execute all documents, and take any and all actions needed, all without further consideration, in order to confirm Jounce’s rights as outlined above. If Jounce is unable for any reason to secure Consultant’s signature to apply for or to pursue any application for any United States or foreign patent, trademark, copyright or other registration covering Work Product assigned to Jounce under this Agreement, then Consultant hereby irrevocably designates and appoints Jounce and its duly authorized officers and agents as Consultant’s agent and attorney–in-fact, to act for and in Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent





or trademark, copyright or other registrations thereon with the same legal force and effect as if executed by Consultant. If for any reason Consultant cannot assign Work Product under this Section 6 to Jounce, then Consultant hereby grants Jounce an exclusive, royalty-free, fully paid-up, irrevocable, worldwide sublicensable license under such Work Product, including all intellectual property rights therein, for any and all uses.

    7.    Confidentiality & Non-Use. Consultant shall hold all of Jounce’s Confidential Information in confidence, shall exercise reasonable precautions to physically protect the integrity and confidentiality of all of Jounce’s Confidential Information and shall not disclose any Confidential Information to any third party, except as expressly permitted by this Agreement. Consultant shall not use Jounce’s Confidential Information for any purpose except as may be necessary in the ordinary course of performing Services without the prior written consent of Jounce. Consultant acknowledges that in connection with entering into and performing this Agreement or performing Services, Jounce has disclosed or may disclose (whether directly or indirectly) information to Consultant (including information of third parties that Jounce may disclose to Consultant). Jounce’s “Confidential Information” means (a) all Work Product, and (b) all confidential and proprietary data, trade secrets, business plans, and other information of a confidential or proprietary nature, belonging to Jounce or its subsidiaries or third parties with whom Jounce may have business dealings, disclosed or otherwise made available to Consultant by Jounce or on behalf of Jounce; provided, however, that Confidential Information shall not include information Consultant receives from Jounce which Consultant establishes by competent proof: (i) was in the public domain at the time of disclosure; (ii) after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; (iii) was in Consultant’s possession without obligation of confidentiality before the time of first disclosure by Jounce; (iv) Consultant independently developed without use or reference to any Confidential Information; or (v) was received by Consultant from a third party who has the right to disclose it to Consultant. Consultant may disclose the Confidential Information to a governmental authority or by order of a court of competent jurisdiction only if required by such governmental authority or court and provided that Consultant (x) uses best efforts to obtain all applicable governmental or judicial protection available for like material and (y) provides Jounce with reasonable advance written notice of such required disclosure. Any failure by Jounce to designate information as confidential or proprietary shall not be deemed to waive any rights of Jounce or obligations of Consultant under this Agreement. Consultant shall not reverse engineer, chemically analyze, disassemble, modify, decompile or create derivative works based on any Jounce’s Confidential Information. All Jounce’s Confidential Information shall be solely and exclusively owned by Jounce.

    8.    Jounce Property. All documents, data, records, apparatus, equipment and other physical property, software and email address furnished or made available to Consultant in connection with this Agreement shall be and remain the sole property of Jounce, shall be used solely for performance of the Services and shall be returned promptly to Jounce when requested. In any event, Consultant shall return and deliver all such property, including any copies thereof, upon termination or expiration of this Agreement, irrespective of the reason for such termination.

9.    Publication; Publicity. Without limiting Section 7 (Confidentiality & Non-Use), Consultant shall not publish any Work Product, in whole or in part, without the prior express written consent of Jounce. Consultant shall not use the name, logo, trade name, service mark, or trademark, or any simulation, abbreviation, or adaptation of same, or the name of Jounce or its subsidiaries for publicity, promotion, or similar non-regulatory uses without Jounce’s prior written consent.

    10.    Independent Contractor Relationship; No Conflict of Interest. It being the intent of the parties to establish an independent contractor relationship, nothing contained in this Agreement shall be deemed to make Consultant an employee of Jounce, nor shall Consultant





have authority to bind Jounce in any manner whatsoever by reason of this Agreement. Except for Section 16 below, Consultant shall not be entitled to any of the benefits that Jounce may make available to its employees, including, but not limited to, group health or life insurance, profit sharing or retirement benefits. Consultant shall at all times while on Jounce premises observe all security and safety policies of Jounce. Consultant shall bear sole responsibility for paying and reporting its own applicable federal and state income taxes, social security taxes, unemployment insurance, workers’ compensation, and health or disability insurance, retirement benefits, and other welfare or pension benefits, if any, and shall indemnify and hold Jounce harmless from and against any liability with respect thereto. For the term of this Agreement, Consultant shall not work as an employee or consultant for any third party on a project or potential transaction: (i) in which Jounce is directly and actively involved; or (ii) as a result of which, Consultant’s performance of the Services may be materially limited by Consultant’s responsibilities to such third party.

11.    Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the first page of this Agreement or to such other address as either party may provide in writing.

    12.    Assignment. The rights and obligations of the parties hereunder shall inure to the benefit of and shall be binding upon their respective successors and assigns. This Agreement may not be assigned by Consultant, and Consultant’s obligations under this Agreement may not be subcontracted or delegated by Consultant, without the prior written consent of Jounce. For clarity, this Agreement may be assigned by Jounce with prompt notice of such assignment to Consultant.

    13.    Specific Enforcement. Consultant acknowledges that Jounce will have no adequate remedy at law in the event Consultant breaches the terms of Sections 4 through 9. In addition to any other rights it may have, Jounce shall have the right to obtain in any court of competent jurisdiction injunctive or other relief to restrain any breach or threatened breach of this Agreement.

14.    Noninterference with Business. During this Agreement, and for a period of one (1) year immediately following the termination or expiration of this Agreement, Consultant shall not (to the extent such prohibition is permitted by applicable law) solicit or induce any employee or independent contractor involved in the performance of this Agreement to terminate or breach an employment, contractual or other relationship with Jounce.

15.    Limitation of Liability and Indemnification of Consultant. Without limiting Jounce’s right to terminate this Agreement in accordance with Section 2 above, Jounce agrees that Consultant shall not be liable, in damages or in any other manner, to Jounce or any of its affiliates, employees, consultants, officers or directors, for any of Consultant’s acts or omissions in connection with Services, except any act or omission with respect to which a court of competent jurisdiction has issued a final decision, judgment or order determining that Consultant was grossly negligent or engaged in willful misconduct. Further, Jounce agrees to defend, indemnify and hold Consultant harmless from and against any and all third party claims, demands, causes of action, suits and proceedings (each, a “Claim”) and related damages, losses, settlements and expenses (including but not limited to reasonable attorneys’ fees) arising out of or related to the Services, except to the extent a court of competent jurisdiction has issued a final decision, judgment or order that such Claim arose as a result of Consultant’s gross negligence or willful misconduct.






16.    Vesting and Exercisability of Equity Awards. To provide for the continued vesting and exercisability of certain of the Consultant’s outstanding stock option awards based on the Consultant’s provision of services to Jounce pursuant to this Agreement, Jounce has amended the option awards granted to the Consultant under Jounce’s 2017 Stock Option and Incentive Plan (the “2017 Plan”) or granted as an inducement award, if applicable, listed on Exhibit A, in each case to provide that the vesting and exercisability of such awards shall be based on the Consultant’s service relationship (as defined under the 2017 Plan), including service as a Consultant, in addition to the Consultant’s service as an employee. The Consultant and Jounce each agree and acknowledge that the vesting and exercisability of the Consultant’s restricted stock unit awards under the 2017 Plan shall be based solely on the Consultant’s prior service as an employee of Jounce.

17.    Survival. Any termination of this Agreement shall be without prejudice to any obligation of either party that shall have accrued and then be owing prior to termination. Sections 4 through 17 of this Agreement shall survive any termination of this Agreement.

    18.    Prior Agreements; Governing Law; Severability; Amendment. This Agreement embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous agreements with respect to the subject matter of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would dictate the application of the law of another jurisdiction, and Consultant submits to the jurisdiction and agrees to the proper venue of all state and federal courts located within the Commonwealth of Massachusetts. In the event that any provision of this Agreement shall, for any reason, be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had not been included in this Agreement. This Agreement may not be amended, and its terms may not be waived, except pursuant to a written amendment or waiver signed by both parties.

19.    Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and both of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission, including by email or facsimile, shall be sufficient to bind Jounce and Consultant to the terms and conditions of this Agreement.


Remainder of Page Intentionally Left Blank







IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date written above.

ConsultantJounce Therapeutics, Inc.


Signature: /s/ Elizabeth Trehu, M.D.

Name: Elizabeth Trehu, M.D.


By: /s/ Richard Murray, Ph.D.

Name: Richard Murray, Ph.D.

Title: President and CEO





Exhibit A

Grant DateNumberTypePrice
Shares
Granted
02/01/2018100104ISO$23.988,344
02/01/2018100105Nonqual$23.9862,156
02/01/2019100423ISO$4.402,783
02/01/2019100424Nonqual$4.4041,717
02/03/2020100919ISO$6.5513,907
02/03/2020100920Nonqual$6.5530,593
02/01/2021101021ISO$11.8910,911
02/01/2021101022Nonqual$11.8933,589
02/01/2022101513ISO$7.5612,291
02/01/2022101514Nonqual$7.5642,709



Exhibit 99.1
EXECUTION VERSION
SHAREHOLDER'S IRREVOCABLE UNDERTAKING

To:    Jounce Therapeutics, Inc. (the "Offeror")
780 Memorial Drive,
Cambridge
Massachusetts, 02139
United States

From:    Supporting Shareholder
23 February 2023
To whom it may concern,
Proposed acquisition of and merger with Redx Pharma Plc ("Target") – Deed of Irrevocable Undertaking
1.We understand that the Offeror (on behalf of it and its affiliates, as applicable) intends to make an offer for acquisition of and merger with certain shareholder(s) of Target, by way of the implementation of the following proposed steps:
1.1the conversion of convertible loan notes with a principal amount of £11,200,026.81 issued by Target and held by us pursuant to a note purchase agreement dated 29 June 2020 between, amongst others, us and Target (the “Note Purchase Agreement”) into 72,258,237 ordinary shares in the capital of Target immediately prior to completion of the Redmile Merger (as defined below) (the “Conversion”);
1.2prior to the Conversion, the delivery of documents required for the release, reassignment or discharge (as appropriate) of the Charged Property from the security constituted by the English law debenture dated 21 July 2020 between the Security Agent and the Chargors (the “UK Security Agreement”) (each as defined therein) and the release and discharge of the Chargors from all obligations, undertakings and liabilities related to the Charged Property, provided that such release or discharge shall be conditional upon and effective immediately on the occurrence of the later of (i) the Conversion and (ii), to the extent applicable, the payment in full of any interest (whether capitalised or accrued but unpaid or uncapitalised) and all other amounts owed by the Target to Global Loan Agency Services Limited (as agent under the Note Purchase Agreement), GLAS Trust Corporation Limited (as security agent under the Note Purchase Agreement), RM3 and Sofinnova Crossover I SLP (“Sofinnova”) under the Finance Documents (as defined in the Note Purchase Agreement) in accordance with clause 7.3(i) of the Note Purchase Agreement (the “Release”);
1.3the merger between a special purpose vehicle wholly-owned by the Offeror (the “Redmile Merger Sub”) and RM Special Holdings 3, LLC, being a shareholder of Target (“RM3”), with RM3 being the surviving entity and the consideration for such merger being the exchange of equity in RM3 for voting stock of the Offeror, and the subsequent merger between RM3 and the Offeror, with the Offeror being the surviving entity (the “Redmile Merger”);
1.4the substantially similar merger(s) as the Redmile Merger by certain qualifying and electing shareholders of Target (each being an “Elected Merger”, together with the Redmile Merger being the “Mergers”);
1.5the acquisition by the Offeror of all of the ordinary shares in the capital of Target not held by RM3 or shareholders participating in an Elected Merger which is proposed to be implemented by way of a scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "Act") (the "Acquisition") (the Acquisition and the Mergers being together, the “Transaction”), with the Transaction being on substantially the terms and conditions as set out in the press announcement to be made under Rule 2.7 of the City Code on Takeovers and Mergers (the “Code”), a draft of which is annexed to this undertaking (the "Press Announcement"), together with any additional terms and conditions as may be required by: (i) the Panel on



EXECUTION VERSION
Takeovers and Mergers (the “Panel”); (ii) the Code; (iii) the “AIM Rules for Companies” published by London Stock Exchange plc from time to time; (iv) any other relevant securities exchange and/or any other applicable law or regulation; or (v) as the Offeror and the Target may agree. We understand that the Target and Offeror have also executed a co-operation agreement on or around the date hereof in respect of the Transaction (the “Co-Operation Agreement”).
2.This undertaking sets out the terms and conditions on which:
2.1we will exercise, or procure the exercise of, the votes attaching to the securities in Target in which we have an interest as set out in Schedule 1 (and, if applicable, any additional shares in Target issued on the conversion of our convertible loan notes) in favour of the Acquisition and the Transaction (to the extent applicable) at any relevant meeting of the members of Target;
2.2we will convert, or procure the conversion of, our convertible loan notes into ordinary shares in the capital of Target by way of exercise of our rights under the Note Purchase Agreement immediately prior to completion of the Redmile Merger;
2.3we will facilitate the Release and we agree and undertake to give instructions (such instructions not to be unreasonably withheld, delayed or conditioned) to the Security Agent (as defined under the UK Security Agreement) and do all such other acts and things within our power necessary to effect the Release; and
2.4we approve the Mergers in all respects, and we agree and undertake to do all such acts and things necessary to effect the Mergers.
3.Notwithstanding any other provision of this undertaking, our obligations in this undertaking are conditional on the terms and conditions of the Scheme being substantially as set out in the Press Announcement, subject thereto, or otherwise as may be agreed between the Offeror and Target (in accordance with the terms of the Takeover Code and the Cooperation Agreement) or as may be required to comply with the requirements of the High Court of Justice in England and Wales (the "Court"), the Act or any other legal or regulatory authority or body.
Shareholdings
4.We irrevocably and unconditionally undertake, warrant and represent to the Offeror, until this undertaking terminates in accordance with paragraph 12 below, that:
(a)we are the sole beneficial and, where indicated in the first column of each of the tables set out in Schedule 1, the sole registered holder of the following:
(i)the number of ordinary shares of £0.01 each in the capital of Target shown in Schedule 1 (collectively, the "Target Shares"); and
(ii)the number of convertible loan notes issued by the Target shown in Schedule 1 (collectively the “Target Loan Notes” and together with the Target Shares, the “Target Securities”),
and have full power and authority to vote and sell or procure the sale of the Target Securities with full title guarantee, free from any lien, charge, option, equity encumbrance, rights of pre-emption, legal or other restrictions, together with all rights (including but not limited to any voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) hereafter declared, made or paid subject to the matters referred to in the Press Announcement) attaching to or enjoyed by them as envisaged by the terms of the Transaction;
(b)the information set out in Schedule 1 regarding the Target Securities is complete and accurate and, other than as set out in Schedule 1, we do not have any interest in any securities or shares of Target or any rights to subscribe for, purchase or otherwise acquire any securities or shares of Target; and



EXECUTION VERSION
(c)we have full power and authority to enter into this undertaking and to perform the obligations under it in respect of the Target Shares.
For the purposes of this paragraph 4, a person will be treated as having an interest in securities if:
(i)he owns them;
(ii)he has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them;
(iii)by virtue of any agreement to purchase, option or derivative he:
(1)has the right or option to acquire them or call for their delivery; or
(2)is under an obligation to take delivery of them,
whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or
(iv)he is party to any derivative:
(1)whose value is determined by reference to their price; and
(2)which results, or may result, in his having a long position in them.
Dealings
5.Subject to paragraph 12 below, we irrevocably and unconditionally undertake to the Offeror that before the earliest to occur of (i) the Redmile Merger becoming effective; and (ii) the Co-Operation Agreement being terminated, we shall not ourselves or permit any registered holder (if different) to:
(a)sell, transfer, loan, charge, encumber, grant any option over or otherwise dispose of any Target Securities or any other shares or securities in Target issued, allotted or transferred to us or otherwise acquired by us before then ("Further Target Securities") other than pursuant to the Redmile Merger or to us for the purpose of implementing or facilitating the Redmile Merger (where the registered holder is different);
(b)(other than in accordance with paragraph 6) accept any other offer (whether such offer is to be implemented by way of a takeover offer, scheme of arrangement, Redmile Merger or other business combination of any nature whatsoever) in respect of the shares or securities referred to in paragraph 5(a); or
(c)(other than pursuant to the Redmile Merger or in accordance with paragraph 6) enter into any agreement or arrangement or incur any obligation:
(i)to do any of the acts referred to in paragraphs 5(a) or 5(b) in relation to, or operating by reference to, the Target Securities or any Further Target Securities unless the Panel has first determined, and confirmed to the Offeror and Target, that it is not acting in concert with the Offeror for the purpose of Note 9 on the definition of “acting in concert” in the Code; or
(ii)which, in relation to the Target Securities or any Further Target Securities, would or might restrict or impede our complying with the terms of this undertaking,
and for the avoidance of doubt, subject always to paragraph 6, references in paragraphs 5(b) and 5(c) to any acceptance of an offer or any agreement, arrangement or obligation includes any acceptance of an offer or agreement, arrangement or obligation whether or not legally binding or subject to any condition or which is to take effect if the Scheme or Redmile Merger is



EXECUTION VERSION
withdrawn, or if this undertaking ceases to be binding or upon or following any other event.
6.Nothing in this undertaking shall prevent us from responding to any request from the board of directors of the Target (the “Target Board”) in respect of any bona fide proposal with respect to a possible offer from a third party (a “Third Party Offeror”) received by the Target in connection with an acquisition of or dealings in the share capital of the Target and entering into agreements with such Third Party Offeror in support of or for the purpose of implementing such possible offer which are conditional on (i) this undertaking ceasing to be binding and (ii) the announcement of such offer, provided that:
6.1the Third Party Offeror confirmed to the Target that it required our response or indication of support to such request in order to make a firm offer in respect of the Target;
6.2the Target Board reasonably believes that it is likely that the delivery of such firm offer by the Third Party Offer would prompt the Target Board to deliver a Redx Adverse Recommendation Change (as defined in the Co-operation Agreement) if we were to provide a positive response or indication of support to such request;
6.3without prejudice to the right of any director nominated by us to the Target Board to participate in and vote at any meeting of the Target Board as he/she (in accordance with his or her fiduciary duties) shall think fit, we shall not instruct the Target Board to issue such Redx Adverse Recommendation Change, which the Target Board shall determine in accordance with its fiduciary duties.
For the avoidance of doubt, the communication of a bona fide offer from a Third Party Offeror by the Target Board to us pursuant to this paragraph 6 shall not, in and of itself, constitute a Redx Adverse Recommendation Change.
Undertaking to vote in favour of the Scheme
7.In consideration of the Offeror agreeing to be bound by the Scheme in the event that the Scheme becomes effective, we irrevocably and unconditionally undertake to the Offeror to attend (either in person or by proxy) any general or class meeting of Target convened in order to consider and approve measures required to implement the Scheme ("Shareholders' Meetings") and, from the time the Scheme is announced until this undertaking terminates in accordance with paragraph 12 below, will exercise and procure the exercise of the votes (whether on a show of hands, a poll or otherwise) attaching to the Target Shares (and any other shares in Target which we acquire and which are capable of voting at the Shareholders’ Meetings ("Further Target Shares")) in order to give effect to any measures required to implement the Scheme. In particular, but without limiting the foregoing, we irrevocably and unconditionally undertake to the Offeror that we shall or shall procure that, after the posting of the circular to be issued by Target to its shareholders containing, inter alia, the Scheme (the "Scheme Document") (and without prejudice to any right to attend and vote in person at any Shareholders' Meeting), we shall return or shall procure the return of the signed forms of proxy accompanying the Scheme Document (completed and signed and voting in favour of the resolutions to approve any measures required to implement the Scheme) as soon as possible and in any event within seven days after the posting of the Scheme Document.
8.We further irrevocably and unconditionally warrant, represent and undertake to the Offeror, until this undertaking terminates in accordance with paragraph 12 below, that:
(a)we approve the Mergers, and we and our officers and directors will do all such acts and things, and sign all documents (including as deeds where necessary) and participate in any meetings required to effect the Mergers;
(b)we shall not, without the consent of the Offeror, requisition, or join in requisitioning, any general or class meeting of Target for the purposes of voting on any resolution other than contemplated by this undertaking;



EXECUTION VERSION
(c)we shall convert, or procure the conversion of, our Target Loan Notes into Further Target Securities by way of exercise of our rights under the Note Purchase Agreement immediately prior to completion of the Redmile Merger and we shall procure the release of any appliable lien, charge, option, equity encumbrance, rights of pre-emption, legal or other restrictions in respect of the Target and the applicable Target Securities;
(d)as soon as practicable following the announcement of the Merger and prior to the Shareholders’ Meetings, we shall (and take such steps as are within our power to procure that the Security Agent shall) negotiate in good faith with a view to agreeing the relevant documents (including a deed of release) required to effect, facilitate and document the Release, including as requested by the Offeror;
(e)we will (i) instruct (such instruction not to be unreasonably withheld, delayed or conditioned) the Security Agent (as defined under the UK Security Agreement) to execute, or procure the execution, of any documents (including any termination or deed of release) and promptly take any and all action (including, but not limited to, returning title documents, share certificates and related transfer forms delivered in connection with the UK Security Agreement) which may be necessary to effect, facilitate and document the Release and (ii) execute any document to which we are a party and promptly take any and all action within our power (including, but not limited to, returning title documents, share certificates and related transfer forms delivered in connection with the UK Security Agreement) which may be necessary to effect, facilitate and document the Release; and
(f)we agree that the Release shall be effective immediately on the occurrence of the later of (i) the Conversion and (ii), to the extent applicable, the payment in full of any interest (whether capitalised or accrued but unpaid or uncapitalised) and all other amounts owed by the Target to Global Loan Agency Services Limited (as agent under the Note Purchase Agreement), GLAS Trust Corporation Limited (as security agent under the Note Purchase Agreement), RM3 and Sofinnova under the Finance Documents (as defined in the Note Purchase Agreement) in accordance with clause 7.3(i) of the Note Purchase Agreement.
Documentation
9.We irrevocably and unconditionally consent to:
(a)the inclusion of references to us and particulars of this irrevocable undertaking and our legal and beneficial holdings of the relevant securities of Target in any press announcement, in accordance with Rule 2.10 of the Code, or other document issued by or on behalf of the Offeror or Target in connection with the Transaction, in accordance with Rule 24.3 of the Code; and
(b)this undertaking being published on a website following release of the Press Announcement, in accordance with Rule 26.1 of the Code.
10.We irrevocably and unconditionally shall:
10.1.1    promptly give you all information and any assistance as you may reasonably require for the preparation of any such announcement or document in order to comply with the requirements of the Court, the Act and any other legal or regulatory requirement or body (but will not be required to take responsibility for any information or other matters other than factual information relating solely to ourselves); and
10.1.2    immediately notify you in writing of any material change in the accuracy or impact of any information previously given to you or in the event of any breach of the undertakings, representations or warranties set out herein.



EXECUTION VERSION
Confidentiality and Market Conduct
11.Subject to and save to the extent required by law or regulation or by any court of competent jurisdiction or any stock exchange in accordance with whose regulations we or Target or the Offeror is required to comply, we shall keep confidential the possibility, terms and conditions of the Transaction and the existence and terms of this undertaking until the Press Announcement is released or the information is otherwise in the public domain, provided that we may disclose the same to Target or the Offeror and their respective advisers. The obligations in this paragraph shall survive termination of this undertaking.
Termination
12.The undertakings, warranties, consents, waivers, agreements and obligations in this undertaking are conditional upon the issue of the Press Announcement by noon (London time) on the date of this undertaking (or such later time or date as we may agree) and (save as expressly provided for herein) will only lapse and cease to have effect to the extent not already undertaken and without prejudice to any liability for antecedent breach:
(a)if the Scheme does not become effective, lapses or is withdrawn without becoming or being declared unconditional in accordance with its terms; or
(b)if the Offeror announces, with the consent of the Panel or any other relevant authority (if required), and before the Scheme Document is posted, that it does not intend to proceed with the Transaction and no new, revised or replacement Scheme is announced by the Offeror at the same time or within 28 days thereafter; or
(c)if the Scheme does not become effective by the Long-stop Date (as defined in the Press Announcement) or such later date as we agree in writing; or
(d)if the Co-operation Agreement is terminated in accordance with its terms.
13.We hereby acknowledge that we have not entered into this undertaking relying on any statement or representation, whether or not made by the Target, the Offeror or their respective advisers (or any of their respective directors, officers, employees or agents) and we acknowledge that nothing in this undertaking obliges the Offeror to despatch the Press Announcement, the documents relating to the Mergers, the Scheme Document. This undertaking contains the whole agreement between the Offeror and us relating to the subject matter of this undertaking at the date hereof, to the exclusion of any terms implied by law which may be executed by contract.
14.The Offeror undertakes to be bound by the Scheme in the event that the Scheme becomes effective. The obligations on the Offeror hereunder are conditional upon receipt by the Offeror of:
(a)undertakings substantially in the terms agreed with the Offeror from each of the directors of Target in respect of their respective shares in the capital of Target, by noon (London time) on the date of this undertaking (or such later time and/or date as the Offeror may determine); and
(b)confirmation in terms satisfactory to the Offeror that the board of directors of Target has unanimously approved the issue of the Press Announcement including a statement that the board of directors of Target intends unanimously to recommend that its shareholders vote in favour of the Scheme and such approval and recommendation not having been withdrawn or qualified prior to publication of the Scheme Document.
15.This undertaking shall not oblige the Offeror to proceed with the Transaction.
16.We acknowledge that, except to the extent otherwise specified, our obligations, undertakings, representations and warranties set out in this undertaking are



EXECUTION VERSION
unconditional and irrevocable. Time shall be of the essence in connection with any deadline or time for performance referred to in this undertaking.
17.We acknowledge that damages would not be an adequate remedy for breach of the obligations contained in this undertaking and we further undertake that we will not assert otherwise in any proceeds relating hereto. We acknowledge that the Offeror shall be entitled to seek the remedies of specific performance, injunctive relief or other equitable relief and no proof of special damages shall be necessary for the enforcement by the Offeror of its rights hereunder by such remedies.
Power of Attorney
18.We irrevocably, unconditionally and by way of security for our obligations under paragraph 7 of this undertaking, hereby appoint each of the Offeror and any director or officer of the Offeror to be our attorney to execute on our behalf proxy forms for any Shareholders’ Meeting in respect of the Target Securities and to sign, execute, and deliver any documents as are reasonably required for the purposes of the performance of our obligations under paragraph 7 of this undertaking. For the avoidance of doubt, nothing in this paragraph 18 shall be construed as granting any power of attorney or other authority to any person in connection with the implementation of the Redmile Merger, the Conversion or the Release.
Independent Advice
19.We recognise that Ropes & Gray LLP (together with Ropes & Gray International LLP) and Cowen Execution Services Limited and their respective affiliates (together, the "Advisers") are acting on behalf of the Offeror and, as such we are not clients of the Advisers. Cowen Execution Services Limited and its respective affiliates is providing independent financial advice to the directors of the Offeror. We have taken our own independent financial and legal advice in agreeing to execute this undertaking.
20.Neither the Advisers nor the Offeror has any responsibility to me to ensure that this undertaking is suitable for execution by me or otherwise. We confirm that we have been given an adequate opportunity to consider whether or not to give this undertaking and to obtain independent advice.
Binding Effect
21.This undertaking shall bind our estate and personal representatives except in relation to those obligations that relate to our position as shareholders of Target.
Third Party Rights
22.Other than each of the Offeror’s and its affiliates’ directors and officers who may enforce on paragraphs 13 and 18 and the Advisers who may enforce on paragraphs 13, 19 and 20, a person who is not a party to this undertaking has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this undertaking.
Governing Law and Jurisdiction
23.This undertaking and any claim, dispute or difference (including non-contractual claims, disputes or differences) arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, English law.
24.We irrevocably agree to submit to the exclusive jurisdiction of the courts of England to settle any claim, legal action, proceeding, dispute or matter of difference (including non-contractual claims, disputes or differences) which may arise out of or in connection with this undertaking or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this undertaking) and that accordingly any proceedings be brought in such courts.



EXECUTION VERSION
SCHEDULE 1

SECURITIES IN TARGET
Interests in Target Shares
[***]
Interests in Target Loan Notes
[***]




EXECUTION VERSION
ANNEX

Press Announcement






EXECUTION VERSION
IN WITNESS whereof this document has been duly executed and delivered as a deed on the date written at the start of this deed.
EXECUTED and DELIVERED as a DEED by Supporting Shareholder
acting by
[***]        , authorised signatory
in the presence of:
/s/ [***]
(Signature of witness)     [***]                
(Witness name)        [***]                
(Witness occupation)        [***]                
(Witness address)        [***]                
                                

[Signature Page to Shareholder Irrevocable]


Exhibit 99.2
EXECUTION VERSION

SHAREHOLDER'S IRREVOCABLE UNDERTAKING

To:    Jounce Therapeutics, Inc. (the "Offeror")
780 Memorial Drive,
Cambridge
Massachusetts, 02139
United States

From:    Supporting Shareholder
[***]
23 February 2023
To whom it may concern,
Proposed acquisition of and merger with Redx Pharma Plc ("Target") – Deed of Irrevocable Undertaking
1.We understand that the Offeror (on behalf of it and its affiliates, as applicable) intends to make an offer for acquisition of and merger with certain shareholder(s) of Target, by way of the implementation of the following proposed steps:
1.1the merger between a special purpose vehicle wholly-owned by the Offeror (the “Redmile Merger Sub”) and RM Special Holdings 3, LLC, being a shareholder of Target (“RM3”), with RM3 being the surviving entity and the consideration for such merger being the exchange of equity in RM3 for voting stock of the Offeror, and the subsequent merger between RM3 and the Offeror, with the Offeror being the surviving entity (the “Redmile Merger”);
1.2the substantially similar merger(s) as the Redmile Merger by certain qualifying and electing shareholders of Target (each being an “Elected Merger”, together with the Redmile Merger being the “Mergers”);
1.3the acquisition by the Offeror of all of the ordinary shares in the capital of Target not held by RM3 or shareholders participating in an Elected Merger which is proposed to be implemented by way of a scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "Act") (the "Acquisition") (the Acquisition and the Mergers being together, the “Transaction”), with the Transaction being on substantially the terms and conditions as set out in the press announcement to be made under Rule 2.7 of the City Code on Takeovers and Mergers (the “Code”), a draft of which is annexed to this undertaking (the "Press Announcement"), together with any additional terms and conditions as may be required by: (i) the Panel on Takeovers and Mergers (the “Panel”); (ii) the Code; (iii) the “AIM Rules for Companies” published by London Stock Exchange plc from time to time; (iv) any other relevant securities exchange and/or any other applicable law or regulation; or (v) as the Offeror and the Target may agree. We understand that the Target and Offeror have also executed a co-operation agreement on or around the date hereof in respect of the Transaction (the “Co-Operation Agreement”).
2.This undertaking sets out the terms and conditions on which we will exercise, or procure the exercise of, the votes attaching to the securities in Target in which we have an interest as set out in Schedule 1 (and, if applicable, any additional shares in Target issued on the conversion of our convertible loan notes) in favour of the Acquisition and the Transaction (to the extent applicable) at any relevant meeting of the members of Target.
3.Notwithstanding any other provision of this undertaking, our obligations in this undertaking are conditional on the terms and conditions of the Scheme being substantially as set out in the Press Announcement, subject thereto, or otherwise as may be agreed between the Offeror and Target (in accordance with the terms of the Takeover Code and the Cooperation Agreement) or as may be required to comply


EXECUTION VERSION
with the requirements of the High Court of Justice in England and Wales (the "Court"), the Act or any other legal or regulatory authority or body.
Shareholdings
4.We irrevocably and unconditionally undertake, warrant and represent to the Offeror, until this undertaking terminates in accordance with paragraph 12 below, that:
(a)we are the sole beneficial and, where indicated in the first column of each of the tables set out in Schedule 1, the sole registered holder of the the number of ordinary shares of £0.01 each in the capital of Target shown in Schedule 1 (collectively, the "Target Shares") and have full power and authority to vote and sell or procure the sale of the Target Shares with full title guarantee, free from any lien, charge, option, equity encumbrance, rights of pre-emption, legal or other restrictions, together with all rights (including but not limited to any voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) hereafter declared, made or paid subject to the matters referred to in the Press Announcement) attaching to or enjoyed by them as envisaged by the terms of the Transaction;
(b)the information set out in Schedule 1 regarding the Target Shares is complete and accurate and, other than as set out in Schedule 1, we do not have any interest in any securities or shares of Target or any rights to subscribe for, purchase or otherwise acquire any securities or shares of Target; and
(c)we have full power and authority to enter into this undertaking and to perform the obligations under it in respect of the Target Shares.
For the purposes of this paragraph 4, a person will be treated as having an interest in securities if:
(i)he owns them;
(ii)he has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them;
(iii)by virtue of any agreement to purchase, option or derivative he:
(1)has the right or option to acquire them or call for their delivery; or
(2)is under an obligation to take delivery of them,
whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or
(iv)he is party to any derivative:
(1)whose value is determined by reference to their price; and
(2)which results, or may result, in his having a long position in them.
Dealings
5.Subject to paragraph 12 below, we irrevocably and unconditionally undertake to the Offeror that before the earliest to occur of (i) the Scheme becoming effective; and (ii) the Co-operation Agreement being terminated, we shall not ourselves or permit any registered holder (if different) to:
(a)sell, transfer, loan, charge, encumber, grant any option over or otherwise dispose of any Target Shares or any other shares or securities in Target issued, allotted or transferred to us or otherwise acquired by us before then ("Further Target Securities") other than pursuant to the Scheme;
(b)(other than in accordance with paragraph 6) accept any other offer (whether such offer is to be implemented by way of a takeover offer, scheme of


EXECUTION VERSION
arrangement or other business combination of any nature whatsoever) in respect of the shares or securities referred to in paragraph 5(a); or
(c)(other than pursuant to the Scheme or in accordance with paragraph 6) enter into any agreement or arrangement or incur any obligation:
(i)to do any of the acts referred to in paragraphs 5(a) or 5(b) in relation to, or operating by reference to, the Target Shares or any Further Target Securities unless the Panel has first determined, and confirmed to the Offeror and Target, that it is not acting in concert with the Offeror for the purpose of Note 9 on the definition of “acting in concert” in the Code; or
(ii)which, in relation to the Target Shares or any Further Target Securities, would or might restrict or impede our complying with the terms of this undertaking,
and for the avoidance of doubt, subject always to paragraph 6, references in paragraphs 5(b) and 5(c) to any acceptance of an offer or any agreement, arrangement or obligation includes any acceptance of an offer or agreement, arrangement or obligation whether or not legally binding or subject to any condition or which is to take effect if the Scheme is withdrawn, or if this undertaking ceases to be binding or upon or following any other event.
6.Nothing in this undertaking shall prevent us from responding to any request from the board of directors of the Target (the “Target Board”) in respect of any bona fide proposal with respect to a possible offer from a third party (a “Third Party Offeror”) received by the Target in connection with an acquisition of or dealings in the share capital of the Target and entering into agreements with such Third Party Offeror in support of or for the purpose of implementing such possible offer which are conditional on (i) this undertaking ceasing to be binding and (ii) the announcement of such offer, provided that:
(a)the Third Party Offeror confirmed to the Target that it required our response or indication of support to such request in order to make a firm offer in respect of the Target;
(b)the Target Board reasonably believes that it is likely that the delivery of such firm offer by the Third Party Offer would prompt the Target Board to deliver a Redx Adverse Recommendation Change (as defined in the Co-operation Agreement) if we were to provide a positive response or indication of support to such request;
(c)without prejudice to the right of any director nominated by us to the Target Board to participate in and vote at any meeting of the Target Board as he/she (in accordance with his or her fiduciary duties) shall think fit, we shall not instruct the Target Board to issue such Redx Adverse Recommendation Change, which the Target Board shall determine in accordance with its fiduciary duties.
For the avoidance of doubt, the communication of a bona fide offer from a Third Party Offeror by the Target Board to us pursuant to this paragraph 6 shall not, in and of itself, constitute a Redx Adverse Recommendation Change.
Undertaking to vote in favour of the Scheme
7.In consideration of the Offeror agreeing to be bound by the Scheme in the event that the Scheme becomes effective, we irrevocably and unconditionally undertake to the Offeror to attend (either in person or by proxy) any meeting of Target’s shareholders convened by order of the Court pursuant to section 896 of the Act to consider and approve the Scheme ("Court Meetings") and any general or class meeting of Target convened in order to consider and approve measures required to implement the Scheme ("Shareholders' Meetings") and, from the time the Scheme is announced until this undertaking terminates in accordance with paragraph 12 below, will exercise and procure the exercise of the votes (whether on a show of hands, a poll or


EXECUTION VERSION
otherwise) attaching to the Target Shares (and any other shares in Target which we acquire and which are capable of voting at the Court Meetings and/or the Shareholders’ Meetings ("Further Target Shares")) in favour of the Scheme at any Court Meeting and in order to give effect to any measures required to implement the Scheme. In particular, but without limiting the foregoing, we irrevocably and unconditionally undertake to the Offeror that we shall or shall procure that, after the posting of the circular to be issued by Target to its shareholders containing, inter alia, the Scheme (the "Scheme Document") (and without prejudice to any right to attend and vote in person at any Court Meeting and any Shareholders' Meeting), we shall return or shall procure the return of the signed forms of proxy accompanying the Scheme Document (completed and signed and voting in favour of the resolutions to approve the Scheme and any measures required to implement the Scheme) as soon as possible and in any event within seven days after the posting of the Scheme Document.
8.We further irrevocably and unconditionally warrant, represent and undertake to the Offeror, until this undertaking terminates in accordance with paragraph 12 below, that we shall not, without the consent of the Offeror, requisition, or join in requisitioning, any general or class meeting of Target for the purposes of voting on any resolution other than contemplated by this undertaking.
Documentation
9.We irrevocably and unconditionally consent to:
(a)the inclusion of references to us and particulars of this irrevocable undertaking and our legal and beneficial holdings of the relevant securities of Target in any press announcement, in accordance with Rule 2.10 of the Code, or other document issued by or on behalf of the Offeror or Target in connection with the Transaction, in accordance with Rule 24.3 of the Code; and
(b)this undertaking being published on a website following release of the Press Announcement, in accordance with Rule 26.1 of the Code.
10.We irrevocably and unconditionally shall:
(a)promptly give you all information and any assistance as you may reasonably require for the preparation of any such announcement or document in order to comply with the requirements of the Court, the Act and any other legal or regulatory requirement or body (but will not be required to take responsibility for any information or other matters other than factual information relating solely to ourselves); and
(b)immediately notify you in writing of any material change in the accuracy or impact of any information previously given to you or in the event of any breach of the undertakings, representations or warranties set out herein.
Confidentiality and Market Conduct
11.Subject to and save to the extent required by law or regulation or by any court of competent jurisdiction or any stock exchange in accordance with whose regulations we or Target or the Offeror is required to comply, we shall keep confidential the possibility, terms and conditions of the Transaction and the existence and terms of this undertaking until the Press Announcement is released or the information is otherwise in the public domain, provided that we may disclose the same to Target or the Offeror and their respective advisers. The obligations in this paragraph shall survive termination of this undertaking.
Termination
12.The undertakings, warranties, consents, waivers, agreements and obligations in this undertaking are conditional upon the issue of the Press Announcement by noon (London time) on the date of this undertaking (or such later time or date as we may


EXECUTION VERSION
agree) and (save as expressly provided for herein) will only lapse and cease to have effect to the extent not already undertaken and without prejudice to any liability for antecedent breach:
(a)if the Scheme does not become effective, lapses or is withdrawn without becoming or being declared unconditional in accordance with its terms; or
(b)if the Offeror announces, with the consent of the Panel or any other relevant authority (if required), and before the Scheme Document is posted, that it does not intend to proceed with the Transaction and no new, revised or replacement Scheme is announced by the Offeror at the same time or within 28 days thereafter; or
(c)if the Scheme does not become effective by the Long-stop Date (as defined in the Press Announcement) or such later date as we agree in writing; or
(d)if the Co-operation Agreement is terminated in accordance with its terms.
13.We hereby acknowledge that we have not entered into this undertaking relying on any statement or representation, whether or not made by the Target, the Offeror or their respective advisers (or any of their respective directors, officers, employees or agents) and we acknowledge that nothing in this undertaking obliges the Offeror to despatch the Press Announcement, the documents relating to the Mergers, the Scheme Document. This undertaking contains the whole agreement between the Offeror and us relating to the subject matter of this undertaking at the date hereof, to the exclusion of any terms implied by law which may be executed by contract.
14.The Offeror undertakes to be bound by the Scheme in the event that the Scheme becomes effective. The obligations on the Offeror hereunder are conditional upon receipt by the Offeror of:
(a)undertakings substantially in the terms agreed with the Offeror from each of the directors of Target in respect of their respective shares in the capital of Target, by noon (London time) on the date of this undertaking (or such later time and/or date as the Offeror may determine); and
(b)confirmation in terms satisfactory to the Offeror that the board of directors of Target has unanimously approved the issue of the Press Announcement including a statement that the board of directors of Target intends unanimously to recommend that its shareholders vote in favour of the Scheme and such approval and recommendation not having been withdrawn or qualified prior to publication of the Scheme Document.
15.This undertaking shall not oblige the Offeror to proceed with the Transaction.
16.We acknowledge that, except to the extent otherwise specified, our obligations, undertakings, representations and warranties set out in this undertaking are unconditional and irrevocable. Time shall be of the essence in connection with any deadline or time for performance referred to in this undertaking.
17.We acknowledge that damages would not be an adequate remedy for breach of the obligations contained in this undertaking and we further undertake that we will not assert otherwise in any proceeds relating hereto. We acknowledge that the Offeror shall be entitled to seek the remedies of specific performance, injunctive relief or other equitable relief and no proof of special damages shall be necessary for the enforcement by the Offeror of its rights hereunder by such remedies.
Power of Attorney
18.We irrevocably, unconditionally and by way of security for our obligations under paragraph 7 of this undertaking, hereby appoint each of the Offeror and any director or officer of the Offeror to be our attorney to execute on our behalf proxy forms for any Court Meeting or Shareholders’ Meeting in respect of the Target Shares and any Further Target Securities and to sign, execute, and deliver any documents as are


EXECUTION VERSION
reasonably required for the purposes of the performance of our obligations under paragraph 7 of this undertaking.
Independent Advice
19.We recognise that Ropes & Gray LLP (together with Ropes & Gray International LLP) and Cowen Execution Services Limited and their respective affiliates (together, the "Advisers") are acting on behalf of the Offeror and, as such we are not clients of the Advisers. Cowen Execution Services Limited and its respective affiliates is providing independent financial advice to the directors of the Offeror. We have taken our own independent financial and legal advice in agreeing to execute this undertaking.
20.Neither the Advisers nor the Offeror has any responsibility to me to ensure that this undertaking is suitable for execution by me or otherwise. We confirm that we have been given an adequate opportunity to consider whether or not to give this undertaking and to obtain independent advice.
Binding Effect
21.This undertaking shall bind our estate and personal representatives except in relation to those obligations that relate to our position as shareholders of Target.
Third Party Rights
22.Other than each of the Offeror’s and its affiliates’ directors and officers who may enforce on paragraphs 13 and 18 and the Advisers who may enforce on paragraphs 13, 19 and 20, a person who is not a party to this undertaking has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this undertaking.
Governing Law and Jurisdiction
23.This undertaking and any claim, dispute or difference (including non-contractual claims, disputes or differences) arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, English law.
24.We irrevocably agree to submit to the exclusive jurisdiction of the courts of England to settle any claim, legal action, proceeding, dispute or matter of difference (including non-contractual claims, disputes or differences) which may arise out of or in connection with this undertaking or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this undertaking) and that accordingly any proceedings be brought in such courts.


EXECUTION VERSION
SCHEDULE 1

SECURITIES IN TARGET
Interests in Target Shares
[***]




EXECUTION VERSION
ANNEX

Press Announcement





EXECUTION VERSION
IN WITNESS whereof this document has been duly executed and delivered as a deed on the date written at the start of this deed.

EXECUTED and DELIVERED as a DEED by Supporting Shareholder
acting by
[***]            , authorised signatory
in the presence of:
/s/ [***]
(Signature of witness)     [***]                
(Witness name)        [***]                
(Witness occupation)        [***]                
(Witness address)        [***]                
                                

[Signature Page to Shareholder Irrevocable]

Exhibit 99.3
Execution Version

SHAREHOLDER'S IRREVOCABLE UNDERTAKING

To:    Jounce Therapeutics, Inc. (the "Offeror")
780 Memorial Drive,
Cambridge
Massachusetts, 02139
United States

From:    Supporting Shareolder
[***]
23 February 2023
To whom it may concern,
Proposed acquisition of and merger with Redx Pharma Plc ("Target") – Deed of Irrevocable Undertaking
1.We understand that the Offeror (on behalf of it and its affiliates, as applicable) intends to make an offer for acquisition of and merger with certain shareholder(s) of Target, by way of the implementation of the following proposed steps:
1.1the conversion of £5,894,750.87 convertible loan notes issued by Target and held by us pursuant to a note purchase agreement dated 29 June 2020 between, amongst others, us and Target (the “Note Purchase Agreement”) into 38,030,651 ordinary shares in the capital of Target immediately prior to completion of the Acquisition (as defined below) (the “Conversion”);
1.2prior to the Conversion, the delivery of documents required for the release, reassignment or discharge (as appropriate) of the Charged Property from the security constituted by the English law debenture dated 21 July 2020 between the Security Agent and the Chargors (the “UK Security Agreement”) (each as defined therein) and the release and discharge of the Chargors from all obligations, undertakings and liabilities related to the Charged Property, provided that such release or discharge shall be conditional upon and effective immediately on the occurrence of the later of (i) the Conversion and (ii) to the extent applicable, the payment in full of any interest (whether capitalised or accrued but unpaid or uncapitalised) and all other amounts owed by the Target to RM3 and [***] under the Finance Documents in accordance with clause 7.3(i) of the Note Purchase Agreement (the “Release”);
1.3the merger between a special purpose vehicle wholly-owned by the Offeror (the “Redmile Merger Sub”) and RM Special Holdings 3, LLC, being a shareholder of Target (“RM3”), with RM3 being the surviving entity and the consideration for such merger being the exchange of equity in RM3 for voting stock of the Offeror, and the subsequent merger between RM3 and the Offeror, with the Offeror being the surviving entity (the “Redmile Merger”);
1.4the substantially similar merger(s) as the Redmile Merger by certain qualifying and electing shareholders of Target (each being an “Elected Merger”, together with the Redmile Merger being the “Mergers”);
1.5the acquisition by the Offeror of all of the ordinary shares in the capital of Target not held by RM3 or shareholders participating in an Elected Merger which is proposed to be implemented by way of a scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "Act") (the "Acquisition") (the Acquisition and the Mergers being together, the “Transaction”), with the Transaction being on substantially the terms and conditions as set out in the press announcement to be made under Rule 2.7 of the City Code on Takeovers and Mergers (the “Code”), a draft of which is annexed to this undertaking (the "Press Announcement"), together with any additional terms and conditions as may be required by: (i) the Panel on Takeovers and Mergers (the “Panel”); (ii) the Code; (iii) the “AIM Rules for Companies” published by London Stock Exchange plc from time to time; (iv) any


Execution Version
other relevant securities exchange and/or any other applicable law or regulation; or (v) as the Offeror and the Target may agree. We understand that the Target and Offeror have also executed a co-operation agreement on or around the date hereof in respect of the Transaction (the “Co-Operation Agreement”).
2.This undertaking sets out the terms and conditions on which:
2.1we will exercise, or procure the exercise of, the votes attaching to the securities in Target in which we have an interest as set out in Schedule 1 (and, if applicable, any additional shares in Target issued on the conversion of our convertible loan notes) in favour of the Scheme and the Transaction (to the extent applicable) at any relevant meeting of the members of Target;
2.2we will convert, or procure the conversion of, our convertible loan notes into ordinary shares in the capital of Target immediately prior to completion of the Acquisition; and
2.3we will facilitate the Release and we agree and undertake to give instructions (such instructions not to be unreasonably withheld, delayed or conditioned) to the Security Agent (as defined under the UK Security Agreement) and do all such other acts and things within our power necessary to effect the Release.
3.Notwithstanding any other provision of this undertaking, our obligations in this undertaking are conditional on the terms and conditions of the Scheme being substantially as set out in the Press Announcement, subject thereto, or otherwise as may be agreed between the Offeror and Target (in accordance with the terms of the Takeover Code and the Cooperation Agreement) or as may be required to comply with the requirements of the High Court of Justice in England and Wales (the "Court"), the Act or any other legal or regulatory authority or body.
Shareholdings
4.We irrevocably and unconditionally undertake, warrant and represent to the Offeror, until this undertaking terminates in accordance with paragraph 11 below, that:
(a)we are the sole beneficial and, where indicated in the first column of each of the tables set out in Schedule 1, the sole registered holder of the following:
(i)the number of ordinary shares of £0.01 each in the capital of Target shown in Schedule 1 (collectively, the "Target Shares"); and
(ii)the number of convertible loan notes issued by the Target shown in Schedule 1 (collectively the “Target Loan Notes” and together with the Target Shares, the “Target Securities”),
and have full power and authority to vote and sell or procure the sale of the Target Securities with full title guarantee, free from any lien, charge, option, equity encumbrance, rights of pre-emption, legal or other restrictions, together with all rights (including but not limited to any voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) hereafter declared, made or paid subject to the matters referred to in the Press Announcement) attaching to or enjoyed by them as envisaged by the terms of the Transaction;
(b)the information set out in Schedule 1 regarding the Target Securities is complete and accurate and, other than as set out in Schedule 1, we do not have any interest in any securities or shares of Target or any rights to subscribe for, purchase or otherwise acquire any securities or shares of Target; and
(c)we have full power and authority to enter into this undertaking and to perform the obligations under it in respect of the Target Shares.
For the purposes of this paragraph 4, a person will be treated as having an interest in securities if:
(i)he owns them;


Execution Version
(ii)he has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them;
(iii)by virtue of any agreement to purchase, option or derivative he:
(1)has the right or option to acquire them or call for their delivery; or
(2)is under an obligation to take delivery of them,
whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or
(iv)he is party to any derivative:
(1)whose value is determined by reference to their price; and
(2)which results, or may result, in his having a long position in them.
Dealings
5.Subject to paragraph 11 below, we irrevocably and unconditionally undertake to the Offeror that before the earliest to occur of (i) the Scheme becoming effective; and (ii) the Co-operation Agreement being terminated, we shall not ourselves or permit any registered holder (if different) to:
(a)sell, transfer, loan, charge, encumber, grant any option over or otherwise dispose of any Target Securities or any other shares or securities in Target issued, allotted or transferred to us or otherwise acquired by us before then ("Further Target Securities") other than pursuant to the Scheme;
(b)accept any other offer (whether such offer is to be implemented by way of a takeover offer, scheme of arrangement, merger or other business combination of any nature whatsoever) in respect of the shares or securities referred to in paragraph 5(a); or
(c)(other than pursuant to the Scheme) enter into any agreement or arrangement or incur any obligation:
(i)to do any of the acts referred to in paragraphs 5(a) or 5(b) in relation to, or operating by reference to, the Target Securities or any Further Target Securities unless the Panel has first determined, and confirmed to the Offeror and Target, that it is not acting in concert with the Offeror for the purpose of Note 9 on the definition of “acting in concert” in the Code; or
(ii)which, in relation to the Target Securities or any Further Target Securities, would or might restrict or impede our complying with the terms of this undertaking,
and for the avoidance of doubt, references in paragraphs 5(b) and 5(c) to any acceptance of an offer or any agreement, arrangement or obligation includes any acceptance of an offer or agreement, arrangement or obligation whether or not legally binding or subject to any condition or which is to take effect if the Scheme is withdrawn, or if this undertaking ceases to be binding or upon or following any other event.
Undertaking to vote in favour of the Scheme
6.In consideration of the Offeror agreeing to be bound by the Scheme in the event that the Scheme becomes effective, we irrevocably and unconditionally undertake to the Offeror to attend (either in person or by proxy) any meeting of Target’s shareholders convened by order of the Court pursuant to section 896 of the Act to consider and approve the Scheme ("Court Meetings") and any general or class meeting of Target convened in order to consider and approve measures required to implement the Scheme ("Shareholders' Meetings") and, from the time the Scheme is announced


Execution Version
until this undertaking terminates in accordance with paragraph 11 below, will exercise and procure the exercise of the votes (whether on a show of hands, a poll or otherwise) attaching to the Target Shares (and any other shares in Target which we acquire and which are capable of voting at the Court Meetings and/or the Shareholders’ Meetings ("Further Target Shares")) in favour of the Scheme at any Court Meeting and in order to give effect to any measures required to implement the Scheme. In particular, but without limiting the foregoing, we irrevocably and unconditionally undertake to the Offeror that we shall or shall procure that, after the posting of the circular to be issued by Target to its shareholders containing, inter alia, the Scheme (the "Scheme Document") (and without prejudice to any right to attend and vote in person at any Court Meeting and any Shareholders' Meeting), we shall return or shall procure the return of the signed forms of proxy accompanying the Scheme Document (completed and signed and voting in favour of the resolutions to approve the Scheme and any measures required to implement the Scheme) as soon as possible and in any event within seven days after the posting of the Scheme Document (the “Return Date”).
7.We further irrevocably and unconditionally warrant, represent and undertake to the Offeror, until this undertaking terminates in accordance with paragraph 11 below, that:
(a)we shall not, without the consent of the Offeror, requisition, or join in requisitioning, any general or class meeting of Target for the purposes of voting on any resolution other than contemplated by this undertaking;
(b)we shall convert, or procure the conversion of, our Target Loan Notes into Further Target Securities immediately prior to completion of the Acquisition and we shall procure the release of any appliable lien, charge, option, equity encumbrance, rights of pre-emption, legal or other restrictions in respect of the Target and the applicable Target Securities;
(c)as soon as practicable following the announcement of the Acquisition and prior to the Shareholders’ Meetings, we shall (and shall procure that the Security Agent shall) agree the relevant documents (including a deed of release) required to effect, facilitate and document the Release, including as requested by the Offeror;
(d)we will (i) instruct (such instruction not to be unreasonably withheld, delayed or conditioned) the Security Agent (as defined under the UK Security Agreement) to execute, or procure the execution, of any documents (including any termination or deed of release) and promptly take any and all action (including, but not limited to, returning title documents, share certificates and related transfer forms delivered in connection with the UK Security Agreement) which may be necessary to effect, facilitate and document the Release and (ii) execute any document to which we are a party and promptly take any and all action within our power (including, but not limited to, returning title documents, share certificates and related transfer forms delivered in connection with the UK Security Agreement) which may be necessary to effect, facilitate and document the Release; and
(e)we agree that the Release shall be effective immediately on the occurrence of the later of (i) the Conversion and (ii) to the extent applicable, the payment in full of any interest (whether capitalised or accrued but unpaid or uncapitalised) and all other amounts owed by the Target to RM3 and [***] under the Finance Documents in accordance with clause 7.3(i) of the Note Purchase Agreement.
Documentation
8.We irrevocably and unconditionally consent to:
(a)the inclusion of references to us and particulars of this irrevocable undertaking and our legal and beneficial holdings of the relevant securities of Target in any press announcement, in accordance with Rule 2.10 of the Code,


Execution Version
or other document issued by or on behalf of the Offeror or Target in connection with the Transaction, in accordance with Rule 24.3 of the Code; and
(b)this undertaking being published on a website following release of the Press Announcement, in accordance with Rule 26.1 of the Code.
9.We irrevocably and unconditionally shall:
9.1.1    promptly give you all information and any assistance as you may reasonably require for the preparation of any such announcement or document in order to comply with the requirements of the Court, the Act and any other legal or regulatory requirement or body (but will not be required to take responsibility for any information or other matters other than factual information relating solely to ourselves); and
9.1.2    immediately notify you in writing of any material change in the accuracy or impact of any information previously given to you or in the event of any breach of the undertakings, representations or warranties set out herein.
Confidentiality and Market Conduct
10.Subject to and save to the extent required by law or regulation or by any court of competent jurisdiction or any stock exchange in accordance with whose regulations we or Target or the Offeror is required to comply, we shall keep confidential the possibility, terms and conditions of the Transaction and the existence and terms of this undertaking until the Press Announcement is released or the information is otherwise in the public domain, provided that we may disclose the same to Target or the Offeror and their respective advisers. The obligations in this paragraph shall survive termination of this undertaking.
Termination
11.The undertakings, warranties, consents, waivers, agreements and obligations in this undertaking are conditional upon the issue of the Press Announcement by noon (London time) on the “Long-stop Date” (as defined in the Press Announcement) or such later time or date as we may agree and (save as expressly provided for herein) will only lapse and cease to have effect to the extent not already undertaken and without prejudice to any liability for antecedent breach:
(a)if the Scheme does not become effective, lapses or is withdrawn without becoming or being declared unconditional in accordance with its terms; or
(b)if the Offeror announces, with the consent of the Panel or any other relevant authority (if required), and before the Scheme Document is posted, that it does not intend to proceed with the Transaction and no new, revised or replacement Scheme is announced by the Offeror at the same time or within 28 days thereafter; or
(c)if the Scheme does not become effective by the Long-stop Date or such later date as we agree in writing; or
(d)if the Co-operation Agreement is terminated in accordance with its terms.
12.We hereby acknowledge that we have not entered into this undertaking relying on any statement or representation, whether or not made by the Target, the Offeror or their respective advisers (or any of their respective directors, officers, employees or agents) and we acknowledge that nothing in this undertaking obliges the Offeror to despatch the Press Announcement, the documents relating to the Mergers, the Scheme Document. This undertaking contains the whole agreement between the Offeror and us relating to the subject matter of this undertaking at the date hereof, to the exclusion of any terms implied by law which may be executed by contract.


Execution Version
13.The Offeror undertakes to be bound by the Scheme in the event that the Scheme becomes effective. The obligations on the Offeror hereunder are conditional upon receipt by the Offeror of:
(a)undertakings substantially in the terms agreed with the Offeror from each of the directors of Target in respect of their respective shares in the capital of Target, by noon (London time) on the Long-stop Date (or such later time and/or date as the Offeror may determine); and
(b)confirmation in terms satisfactory to the Offeror that the board of directors of Target has unanimously approved the issue of the Press Announcement including a statement that the board of directors of Target intends unanimously to recommend that its shareholders vote in favour of the Scheme and such approval and recommendation not having been withdrawn or qualified prior to publication of the Scheme Document.
14.This undertaking shall not oblige the Offeror to proceed with the Transaction.
15.We acknowledge that, except to the extent otherwise specified, our obligations, undertakings, representations and warranties set out in this undertaking are unconditional and irrevocable. Time shall be of the essence in connection with any deadline or time for performance referred to in this undertaking.
16.We acknowledge that damages would not be an adequate remedy for breach of the obligations contained in this undertaking and we further undertake that we will not assert otherwise in any proceeds relating hereto. We acknowledge that the Offeror shall be entitled to seek the remedies of specific performance, injunctive relief or other equitable relief and no proof of special damages shall be necessary for the enforcement by the Offeror of its rights hereunder by such remedies.
Power of Attorney
17.We irrevocably, unconditionally and by way of security for our obligations hereunder appoint, with effect from the Return Date, each of the Offeror and any director or officer of the Offeror to be our attorney to execute on our behalf proxy forms for any Court Meeting or Shareholders’ Meeting in respect of the Target Securities and to sign, execute, and deliver any documents and do all acts and things as may be necessary for or incidental to the acceptance of the Transaction, the Scheme and/or performance of our obligations under this undertaking.
Independent Advice
18.We recognise that Ropes & Gray LLP (together with Ropes & Gray International LLP) and Cowen Execution Services Limited and their respective affiliates (together, the "Advisers") are acting on behalf of the Offeror and, as such we are not clients of the Advisers. Cowen Execution Services Limited and its respective affiliates is providing independent financial advice to the directors of the Offeror. We have taken our own independent financial and legal advice in agreeing to execute this undertaking.
19.Neither the Advisers nor the Offeror has any responsibility to me to ensure that this undertaking is suitable for execution by me or otherwise. We confirm that we have been given an adequate opportunity to consider whether or not to give this undertaking and to obtain independent advice.
Binding Effect
20.This undertaking shall bind our estate and personal representatives except in relation to those obligations that relate to our position as shareholders of Target.
Third Party Rights
21.Other than each of the Offeror’s and its affiliates’ directors and officers who may enforce on paragraphs 12 and 17 and the Advisers who may enforce on paragraphs 12, 18 and 19, a person who is not a party to this undertaking has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this undertaking.


Execution Version
Governing Law and Jurisdiction
22.This undertaking and any claim, dispute or difference (including non-contractual claims, disputes or differences) arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, English law.
23.We irrevocably agree to submit to the exclusive jurisdiction of the courts of England to settle any claim, legal action, proceeding, dispute or matter of difference (including non-contractual claims, disputes or differences) which may arise out of or in connection with this undertaking or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this undertaking) and that accordingly any proceedings be brought in such courts.


Execution Version
SCHEDULE 1

SECURITIES IN TARGET
Interests in Target Shares
[***]
Interests in Target Loan Notes
[***]



Execution Version
ANNEX

Press Announcement






IN WITNESS whereof this document has been duly executed and delivered as a deed on the date written at the start of this deed.
EXECUTED and DELIVERED as a DEED by Supporting Shareholder
acting by
[***]            , authorised signatory
in the presence of:
/s/ [***]
(Signature of witness)     /s/[***]            
(Witness name)        [***]            
(Witness occupation)        [***]    
(Witness address)        [***]        
                                

[Signature Page to Shareholder Irrevocable]
Exhibit 99.4
Execution Version

SHAREHOLDER'S IRREVOCABLE UNDERTAKING

To:    Jounce Therapeutics, Inc. (the "Offeror")
780 Memorial Drive,
Cambridge
Massachusetts, 02139
United States

From:    [***] (“Supporting Shareholder”)
[***]
23 February 2023
To whom it may concern,
Proposed acquisition of and merger with Redx Pharma Plc ("Target") – Deed of Irrevocable Undertaking
1.We understand that the Offeror (on behalf of it and its affiliates, as applicable) intends to make an offer for acquisition of and merger with certain shareholder(s) of Target, by way of the implementation of the following proposed steps:
1.1the conversion of certain convertible loan notes issued by pursuant to a note purchase agreement dated 29 June 2020 between, amongst others, the relevant noteholders and Target into ordinary shares in the capital of Target immediately prior to completion of the Acquisition (as defined below) (the “Conversion”);
1.2prior to the Conversion, the release, reassignment or discharge (as appropriate) of the Charged Property from the security constituted by the English law debenture dated 21 July 2020 between the Security Agent and the Chargors (the “UK Security Agreement”) (each as defined therein) and the release and discharge of the Chargors from all obligations, undertakings and liabilities related to the Charged Property, provided that such release or discharge shall be conditional upon and effective immediately on the occurrence of the Conversion (the “Release”);
1.3the merger between a special purpose vehicle wholly-owned by the Offeror (the “Redmile Merger Sub”) and RM Special Holdings 3, LLC, being a shareholder of Target (“RM3”), with RM3 being the surviving entity and the consideration for such merger being the exchange of equity in RM3 for voting stock of the Offeror, and the subsequent merger between RM3 and the Offeror, with the Offeror being the surviving entity (the “Redmile Merger”);
1.4the substantially similar merger(s) as the Redmile Merger by certain qualifying and electing shareholders of Target (each being an “Elected Merger”, together with the Redmile Merger being the “Mergers”);
1.5the acquisition by the Offeror of all of the ordinary shares in the capital of Target not held by RM3 or shareholders participating in an Elected Merger which is proposed to be implemented by way of a scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "Act") (the "Acquisition") (the Acquisition and the Mergers being together, the “Transaction”), with the Transaction being on substantially the terms and conditions as set out in the press announcement to be made under Rule 2.7 of the City Code on Takeovers and Mergers (the “Code”), a draft of which is annexed to this undertaking (the "Press Announcement"), together with any additional terms and conditions as may be required by: (i) the Panel on Takeovers and Mergers (the “Panel”); (ii) the Code; (iii) the “AIM Rules for Companies” published by London Stock Exchange plc from time to time; (iv) any other relevant securities exchange and/or any other applicable law or regulation; or (v) as the Offeror and the Target may agree. We understand that the Target and Offeror have also executed a co-operation agreement on or around the date hereof in respect of the Transaction (the “Co-Operation Agreement”).
133119618_3
133124304_4

Execution Version
2.This undertaking sets out the terms and conditions on which we will exercise, or procure the exercise of, the votes attaching to the securities in Target in which we have an interest as set out in Schedule 1 in favour of the Scheme and the Transaction (to the extent applicable) at any relevant meeting of the members of Target.
3.Notwithstanding any other provision of this undertaking, our obligations in this undertaking are conditional on the terms and conditions of the Scheme being substantially as set out in the Press Announcement, subject thereto, or otherwise as may be agreed between the Offeror and Target (in accordance with the terms of the Takeover Code and the Cooperation Agreement) or as may be required to comply with the requirements of the High Court of Justice in England and Wales (the "Court"), the Act or any other legal or regulatory authority or body.
Shareholdings
4.We irrevocably and unconditionally undertake, warrant and represent to the Offeror, until this undertaking terminates in accordance with paragraph 11 below, that:
(a)we are the sole beneficial and, where indicated in the first column of each of the tables set out in Schedule 1, the sole registered holder of the number of ordinary shares of £0.01 each in the capital of Target shown in Schedule 1 (collectively, the "Target Shares"), and have full power and authority to vote and sell or procure the sale of the Target Shares with full title guarantee, free from any lien, charge, option, equity encumbrance, rights of pre-emption, legal or other restrictions, together with all rights attaching to or enjoyed by them (including but not limited to any voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) hereafter declared, made or paid subject to the matters referred to in the Press Announcement) attaching to or enjoyed by them as envisaged by the terms of the Transaction;
(b)the information set out in Schedule 1 regarding the Target Shares is complete and accurate and, other than as set out in Schedule 1, we do not have any interest in any securities or shares of Target or any rights to subscribe for, purchase or otherwise acquire any securities or shares of Target; and
(c)we have full power and authority to enter into this undertaking and to perform the obligations under it in respect of the Target Shares.
For the purposes of this paragraph 4, a person will be treated as having an interest in securities if:
(i)he owns them;
(ii)he has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them;
(iii)by virtue of any agreement to purchase, option or derivative he:
(1)has the right or option to acquire them or call for their delivery; or
(2)is under an obligation to take delivery of them,
whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or
(iv)he is party to any derivative:
(1)whose value is determined by reference to their price; and
(2)which results, or may result, in his having a long position in them.


Execution Version
Dealings
5.Subject to paragraph 11 below, we irrevocably and unconditionally undertake to the Offeror that before the earliest to occur of (i) the Scheme becoming effective; and (ii) the Co-operation Agreement being terminated, we shall not ourselves or permit any registered holder (if different) to:
(a)sell, transfer, loan, charge, encumber, grant any option over or otherwise dispose of any Target Shares or any other shares or securities in Target issued, allotted or transferred to us or otherwise acquired by us before then ("Further Target Shares") other than pursuant to the Scheme;
(b)accept any other offer (whether such offer is to be implemented by way of a takeover offer, scheme of arrangement, merger or other business combination of any nature whatsoever) in respect of the shares or securities referred to in paragraph 5(a); or
(c)(other than pursuant to the Scheme) enter into any agreement or arrangement or incur any obligation:
(i)to do any of the acts referred to in paragraphs 5(a) or 5(b) in relation to, or operating by reference to, the Target Shares or any Further Target Shares unless the Panel has first determined, and confirmed to the Offeror and Target, that it is not acting in concert with the Offeror for the purpose of Note 9 on the definition of “acting in concert” in the Code; or
(ii)which, in relation to the Target Shares or any Further Target Shares, would or might restrict or impede our complying with the terms of this undertaking,
and for the avoidance of doubt, references in paragraphs 5(b) and 5(c) to any acceptance of an offer or any agreement, arrangement or obligation includes any acceptance of an offer or agreement, arrangement or obligation whether or not legally binding or subject to any condition or which is to take effect if the Scheme is withdrawn, or if this undertaking ceases to be binding or upon or following any other event.
Undertaking to vote in favour of the Scheme
6.In consideration of the Offeror agreeing to be bound by the Scheme in the event that the Scheme becomes effective, we irrevocably and unconditionally undertake to the Offeror to attend (either in person or by proxy) any meeting of Target’s shareholders convened by order of the Court pursuant to section 896 of the Act to consider and approve the Scheme ("Court Meetings") and any general or class meeting of Target convened in order to consider and approve measures required to implement the Scheme ("Shareholders' Meetings") and, from the time the Scheme is announced until this undertaking terminates in accordance with paragraph 11 below, will exercise and procure the exercise of the votes (whether on a show of hands, a poll or otherwise) attaching to the Target Shares (and any other shares in Target which we acquire and which are capable of voting at the Court Meetings and/or the Shareholders’ Meetings) in favour of the Scheme at any Court Meeting and in order to give effect to any measures required to implement the Scheme. In particular, but without limiting the foregoing, we irrevocably and unconditionally undertake to the Offeror that we shall or shall procure that, after the posting of the circular to be issued by Target to its shareholders containing, inter alia, the Scheme (the "Scheme Document") (and without prejudice to any right to attend and vote in person at any Court Meeting and any Shareholders' Meeting), we shall return or shall procure the return of the signed forms of proxy accompanying the Scheme Document (completed and signed and voting in favour of the resolutions to approve the Scheme and any measures required to implement the Scheme) as soon as possible and in any event within seven days after the posting of the Scheme Document.


Execution Version
7.We further irrevocably and unconditionally warrant, represent and undertake to the Offeror, until this undertaking terminates in accordance with paragraph 11 below, that we shall not, without the consent of the Offeror, requisition, or join in requisitioning, any general or class meeting of Target for the purposes of voting on any resolution other than contemplated by this undertaking.
Documentation
8.We irrevocably and unconditionally consent to:
(a)the inclusion of references to us and particulars of this irrevocable undertaking and our legal and beneficial holdings of the relevant securities of Target in any press announcement, in accordance with Rule 2.10 of the Code, or other document issued by or on behalf of the Offeror or Target in connection with the Transaction, in accordance with Rule 24.3 of the Code; and
(b)this undertaking being published on a website following release of the Press Announcement, in accordance with Rule 26.1 of the Code.
9.We irrevocably and unconditionally shall:
9.1.1    promptly give you all information and any assistance as you may reasonably require for the preparation of any such announcement or document in order to comply with the requirements of the Court, the Act and any other legal or regulatory requirement or body (but will not be required to take responsibility for any information or other matters other than factual information relating solely to ourselves); and
9.1.2    immediately notify you in writing of any material change in the accuracy or impact of any information previously given to you or in the event of any breach of the undertakings, representations or warranties set out herein.
Confidentiality and Market Conduct
10.Subject to and save to the extent required by law or regulation or by any court of competent jurisdiction or any stock exchange in accordance with whose regulations we or Target or the Offeror is required to comply, we shall keep confidential the possibility, terms and conditions of the Transaction and the existence and terms of this undertaking until the Press Announcement is released or the information is otherwise in the public domain, provided that we may disclose the same to Target or the Offeror and their respective advisers. The obligations in this paragraph shall survive termination of this undertaking.
Termination
11.The undertakings, warranties, consents, waivers, agreements and obligations in this undertaking are conditional upon the issue of the Press Announcement by noon (London time) on the “Long-stop Date” (as defined in the Press Announcement) or such later time or date as we may agree and (save as expressly provided for herein) will only lapse and cease to have effect to the extent not already undertaken and without prejudice to any liability for antecedent breach:
(a)if the Scheme does not become effective, lapses or is withdrawn without becoming or being declared unconditional in accordance with its terms; or
(b)if the Offeror announces, with the consent of the Panel or any other relevant authority (if required), and before the Scheme Document is posted, that it does not intend to proceed with the Transaction and no new, revised or replacement Scheme is announced by the Offeror at the same time or within 28 days thereafter; or
(c)if the Scheme does not become effective by the Long-stop Date or such later date as we agree in writing; or
(d)if the Co-operation Agreement is terminated in accordance with its terms.


Execution Version
12.We hereby acknowledge that we have not entered into this undertaking relying on any statement or representation, whether or not made by the Target, the Offeror or their respective advisers (or any of their respective directors, officers, employees or agents) and we acknowledge that nothing in this undertaking obliges the Offeror to despatch the Press Announcement, the documents relating to the Mergers, the Scheme Document. This undertaking contains the whole agreement between the Offeror and us relating to the subject matter of this undertaking at the date hereof, to the exclusion of any terms implied by law which may be executed by contract.
13.The Offeror undertakes to be bound by the Scheme in the event that the Scheme becomes effective. The obligations on the Offeror hereunder are conditional upon receipt by the Offeror of:
(a)undertakings substantially in the terms agreed with the Offeror from each of the directors of Target in respect of their respective shares in the capital of Target, by noon (London time) on the Long-stop Date (or such later time and/or date as the Offeror may determine); and
(b)confirmation in terms satisfactory to the Offeror that the board of directors of Target has unanimously approved the issue of the Press Announcement including a statement that the board of directors of Target intends unanimously to recommend that its shareholders vote in favour of the Scheme and such approval and recommendation not having been withdrawn or qualified prior to publication of the Scheme Document.
14.This undertaking shall not oblige the Offeror to proceed with the Transaction.
15.We acknowledge that, except to the extent otherwise specified, our obligations, undertakings, representations and warranties set out in this undertaking are unconditional and irrevocable. Time shall be of the essence in connection with any deadline or time for performance referred to in this undertaking.
16.We acknowledge that damages would not be an adequate remedy for breach of the obligations contained in this undertaking and we further undertake that we will not assert otherwise in any proceeds relating hereto. We acknowledge that the Offeror shall be entitled to seek the remedies of specific performance, injunctive relief or other equitable relief and no proof of special damages shall be necessary for the enforcement by the Offeror of its rights hereunder by such remedies.
Power of Attorney
17.We irrevocably, unconditionally and by way of security for our obligations hereunder appoint each of the Offeror and any director or officer of the Offeror to be our attorney to execute on our behalf proxy forms for any Court Meeting or Shareholders’ Meeting in respect of the Target Shares and to sign, execute, and deliver any documents and do all acts and things as may be necessary for or incidental to the acceptance of the Transaction, the Scheme and/or performance of our obligations under this undertaking.
Independent Advice
18.We recognise that Ropes & Gray LLP (together with Ropes & Gray International LLP) and Cowen Execution Services Limited and their respective affiliates (together, the "Advisers") are acting on behalf of the Offeror and, as such we are not clients of the Advisers. Cowen Execution Services Limited and its respective affiliates is providing independent financial advice to the directors of the Offeror. We have taken our own independent financial and legal advice in agreeing to execute this undertaking.
19.Neither the Advisers nor the Offeror has any responsibility to me to ensure that this undertaking is suitable for execution by me or otherwise. We confirm that we have been given an adequate opportunity to consider whether or not to give this undertaking and to obtain independent advice.


Execution Version
Binding Effect
20.This undertaking shall bind our estate and personal representatives except in relation to those obligations that relate to our position as shareholders of Target.
Third Party Rights
21.Other than each of the Offeror’s and its affiliates’ directors and officers who may enforce on paragraphs 12 and 17 and the Advisers who may enforce on paragraphs 12, 18 and 19, a person who is not a party to this undertaking has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this undertaking.
Governing Law and Jurisdiction
22.This undertaking and any claim, dispute or difference (including non-contractual claims, disputes or differences) arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, English law.
23.We irrevocably agree to submit to the exclusive jurisdiction of the courts of England to settle any claim, legal action, proceeding, dispute or matter of difference (including non-contractual claims, disputes or differences) which may arise out of or in connection with this undertaking or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this undertaking) and that accordingly any proceedings be brought in such courts.


Execution Version
SCHEDULE 1

SECURITIES IN TARGET
Interests in Target Shares
[***]



Execution Version
ANNEX

Press Announcement






IN WITNESS whereof this document has been duly executed and delivered as a deed on the date written at the start of this deed.
EXECUTED and DELIVERED as a DEED by Supporting Shareholder
acting by
[***]            , authorised signatory
in the presence of:
/s/ [***]
(Signature of witness)     /s/ [***]        
(Witness name)        [***]        
(Witness occupation)        [***]            
(Witness address)        [***]            
                            

[Signature Page to Shareholder Irrevocable]
Exhibit 99.5
Execution version

DIRECTOR’S IRREVOCABLE UNDERTAKING

To:    Jounce Therapeutics, Inc. (the "Offeror")
780 Memorial Drive
Cambridge
Massachusetts, 2139
United States

From:    [Director]
[
Address]
____________ 2023
To whom it may concern,
Proposed acquisition of and merger with Redx Pharma PLC ("Target") – Deed of Irrevocable Undertaking
1.I understand that the Offeror (on behalf of it and its affiliates, as applicable) intends to make an offer for acquisition of and merger with certain shareholder(s) of Target, by way of the implementation of the following proposed steps:
1.1the conversion of certain convertible loan notes issued by Target pursuant to a note purchase agreement dated 29 June 2020 between, amongst others, the relevant noteholders and Target into ordinary shares in the capital of Target immediately prior to completion of the Acquisition or Redmile Merger, as applicable (as defined below) (the “Conversion”);
1.2prior to the Conversion, the release, reassignment or discharge (as appropriate) of the Charged Property from the security constituted by the English law debenture dated 21 July 2020 between the Security Agent and the Chargors (the “UK Security Agreement”) (each as defined therein) and the release and discharge of the Chargors from all obligations, undertakings and liabilities related to the Charged Property, provided that such release or discharge shall be conditional upon and effective immediately on the occurrence of the Conversion (the “Release”);
1.3the merger between a special purpose vehicle wholly-owned by the Offeror (the “Redmile Merger Sub”) and RM Special Holdings 3, LLC, being a shareholder of Target (“RM3”), with RM3 being the surviving entity, and the subsequent merger between RM3 and the Offeror the consideration for such merger being the exchange of equity in RM3 for voting stock of the Offeror (the “Redmile Merger”);
1.4the substantially similar merger(s) as the Redmile Merger by certain qualifying and electing shareholders of Target (each being an “Elected Merger”, together with the Redmile Merger being the “Mergers”);
1.5the acquisition by the Offeror of all of the ordinary shares in the capital of Target not held by RM3 or shareholders participating in an Elected Merger which is proposed to be implemented by way of a scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "Act") (the "Acquisition"),
(the Acquisition and the Mergers being together, the “Transaction”), with the Transaction being on substantially the terms and conditions as set out in the press announcement to be made under Rule 2.7 of the City Code on Takeovers and Mergers (the “Code”), a draft of which is annexed to this undertaking (the "Press Announcement"), together with any additional terms and conditions as may be required by: (i) the Panel on Takeovers and Mergers (the “Panel”); (ii) the Code; (iii) the “AIM Rules for Companies” published by London Stock Exchange plc from time to time; (iv) any other relevant securities exchange and/or any other applicable law or regulation; or (v) as the Offeror and the Target may agree. I understand that the Target and Offeror have also executed a co-operation agreement on or around the date hereof in respect of the Transaction (the “Co-Operation Agreement”).




2.This undertaking sets out the terms and conditions on which:
2.1either my spouse, civil partner, de facto partner or similarly-related person (a “Spouse”) or I, will exercise, or procure the exercise of, the votes attaching to the securities in Target in which we have an interest as set out in Schedule 1 (and following the exercise of any options I elect to exercise, if any) in favour of the Scheme (to the extent applicable) at any relevant meeting of the members of Target; and
2.2I approve the Mergers in all respects, and I agree and undertake to do all such acts and things necessary to effect the Mergers.
3.Notwithstanding any other provision of this undertaking, my obligations in this undertaking are conditional on the terms and conditions of the Scheme being substantially as set out in the Press Announcement, subject thereto, or otherwise as may be agreed between the Offeror and Target or as may be required to comply with the requirements of the High Court of Justice in England and Wales (the "Court"), the Act or any other legal or regulatory authority or body.
Shareholdings
4.I irrevocably and unconditionally undertake, warrant and represent to the Offeror, until this undertaking terminates in accordance with paragraph 11 below, that:
(a)my Spouse is, or I am, the sole beneficial and, where indicated in the first column of each of the tables set out in Schedule 1, the sole registered holder of the following:
(i)the number of ordinary shares of £0.01 each in the capital of Target shown in Schedule 1 (collectively, the "Target Shares"); and
(ii)the number of options over ordinary shares in the capital of Target shown in Schedule 1 (collectively the “Target Options” and together with the Target Shares, the “Target Securities”),
and either my Spouse has, or I have, full power and authority to vote and sell or procure the sale of the Target Securities as beneficial owner with full title guarantee, free from any lien, charge, option, equity encumbrance, rights of pre-emption, legal or other restrictions, together with all rights attaching to or enjoyed by them (including but not limited to any voting rights and the right to receive and retain in full all dividends of any nature and other distributions (if any) hereafter declared, made or paid subject to the matters referred to in the Press Announcement) attaching to or enjoyed by them as envisaged by the terms of the Transaction;
(b)the information set out in Schedule 1 regarding the Target Securities is complete and accurate and, other than as set out in Schedule 1, my Spouse and I do not have any interest in any securities or shares of Target or any rights to subscribe for, purchase or otherwise acquire any securities or shares of Target; and
(c)my Spouse and I have full power and authority to enter into this undertaking and to perform the obligations under it in respect of the Target Shares.
For the purposes of this paragraph 4, a person will be treated as having an interest in securities if:
(i)he or she owns them;
(ii)he or she has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them;
(iii)by virtue of any agreement to purchase, option or derivative he or she:
(1)has the right or option to acquire them or call for their delivery; or
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(2)is under an obligation to take delivery of them,
whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or
(iv)he or she is party to any derivative:
(1)whose value is determined by reference to their price; and
(2)which results, or may result, in his having a long position in them.
Dealings
5.Subject to paragraph 11 below, I irrevocably and unconditionally undertake to the Offeror that before the earliest to occur of (i) the Scheme becoming effective; and (ii) the Co-operation Agreement being terminated, my Spouse and I shall not ourselves or permit any registered holder (if different) to:
(a)sell, transfer, loan, charge, encumber, grant any option over or otherwise dispose of any Target Securities or any other shares or securities in Target issued, allotted or transferred to us or otherwise acquired by us before then ("Further Target Securities") other than pursuant to the Scheme and the Redmile Merger;
(b)accept any other offer (whether such offer is to be implemented by way of a takeover offer, scheme of arrangement, Redmile Merger or other business combination of any nature whatsoever) in respect of the shares or securities referred to in paragraph 5(a); or
(c)(other than pursuant to the Scheme and the Redmile Merger) enter into any agreement or arrangement or incur any obligation:
(i)to do any of the acts referred to in paragraphs 5(a) or 5(b) in relation to, or operating by reference to, the Target Securities or any Further Target Securities unless the Panel has first determined, and confirmed to the Offeror and Target, that it is not acting in concert with the Offeror for the purpose of Note 9 on the definition of “acting in concert” in the Code; or
(ii)which, in relation to the Target Securities or any Further Target Securities, would or might restrict or impede my complying with the terms of this undertaking,
and for the avoidance of doubt, references in paragraphs 5(b) and 5(c) to any acceptance of an offer or any agreement, arrangement or obligation includes any acceptance of an offer or agreement, arrangement or obligation whether or not legally binding or subject to any condition or which is to take effect if the Scheme or Redmile Merger is withdrawn, or if this undertaking ceases to be binding or upon or following any other event.
Undertaking to vote in favour of the Scheme
6.In consideration of the Offeror agreeing to be bound by the Scheme in the event that the Scheme becomes effective, my Spouse and I irrevocably and unconditionally undertake to the Offeror to attend (either in person or by proxy) any meeting of Target’s shareholders convened by order of the Court pursuant to section 896 of the Act to consider and approve the Scheme ("Court Meetings") and any general or class meeting of Target convened in order to consider and approve measures required to implement the Scheme ("Shareholders' Meetings") and, from the time the Scheme is announced until this undertaking terminates in accordance with paragraph 11 below, will exercise and procure the exercise of the votes (whether on a show of hands, a poll or otherwise) attaching to the Target Shares (and any other shares in Target which I acquire and which are capable of voting at the Court Meetings and/or the Shareholders’ Meetings ("Further Target Shares")) in favour of the Scheme at any Court Meeting and in order to give effect to any measures required to implement the Scheme. In particular, but without limiting the foregoing, my Spouse and I will
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irrevocably and unconditionally undertake to the Offeror that I shall (or to the extent that I am not the registered holder of the relevant shares shall procure that the registered holder of such shares shall), after the posting of the circular to be issued by Target to its shareholders containing, inter alia, the Scheme (the "Scheme Document") (and without prejudice to any right to attend and vote in person at any Court Meeting and any Shareholders' Meeting), return or shall procure the return of the signed forms of proxy accompanying the Scheme Document (completed and signed and voting in favour of the resolutions to approve the Scheme and any measures required to implement the Scheme) as soon as possible and in any event within seven days after the posting of the Scheme Document.
7.I further irrevocably and unconditionally warrant, represent and undertake to the Offeror, until this undertaking terminates in accordance with paragraph 11 below, that:
(a)I approve the Mergers, and I will do all such acts and things, and sign all documents (including as deeds where necessary) and participate in any meetings required to effect the Mergers;
(b)I shall not, without the consent of the Offeror, requisition, or join in requisitioning, any general or class meeting of Target for the purposes of voting on any resolution other than contemplated by this undertaking; and
(c)I shall procure the release of any appliable lien, charge, option, equity encumbrance, rights of pre-emption, legal or other restrictions in respect of Target and the applicable Target Securities.
Documentation
8.I irrevocably and unconditionally consent to (and shall procure that my Spouse irrevocably and unconditionally consents to):
(a)the inclusion of references to my Spouse and me, and particulars of this irrevocable undertaking and our legal and beneficial holdings of the relevant securities of Target in any press announcement, in accordance with Rule 2.10 of the Code, or other document issued by or on behalf of the Offeror or Target in connection with the Transaction, in accordance with Rule 24.3 of the Code; and
(b)this undertaking being published on a website following release of the Press Announcement, in accordance with Rule 26.1 of the Code.
9.I irrevocably and unconditionally shall (and shall procure that my Spouse irrevocably and unconditionally shall):
9.1.1     promptly give you all information and any assistance as you may reasonably require for the preparation of any such announcement or document in order to comply with the requirements of the Court, the Act and any other legal or regulatory requirement or body (but will not be required to take responsibility for any information or other matters other than factual information relating solely to ourselves); and
9.1.2     immediately notify you in writing of any material change in the accuracy or impact of any information previously given to you or in the event of any breach of the undertakings, representations or warranties set out herein.
Confidentiality and Market Conduct
10.Subject to and save to the extent required by law or regulation or by any court of competent jurisdiction or any stock exchange in accordance with whose regulations I or Target or the Offeror is required to comply, I shall keep (and shall procure that my Spouse keeps) confidential the possibility, terms and conditions of the Transaction and the existence and terms of this undertaking until the Press Announcement is released or the information is otherwise in the public domain, provided that I may
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disclose the same to Target or the Offeror and their respective advisers. The obligations in this paragraph shall survive termination of this undertaking.
Termination
11.The undertakings, warranties, consents, waivers, agreements and obligations in this undertaking are conditional upon the issue of the Press Announcement by noon (London time) on the “Long-stop Date” (as defined in the Press Announcement) or such later time or date as I may agree and (save as expressly provided for herein) will only lapse and cease to have effect to the extent not already undertaken and without prejudice to any liability for antecedent breach:
(a)if the Scheme does not become effective, lapses or is withdrawn without becoming or being declared unconditional in accordance with its terms; or
(b)if the Offeror announces, with the consent of the Panel or any other relevant authority (if required), and before the Scheme Document is posted, that it does not intend to proceed with the Transaction and no new, revised or replacement Scheme is announced by the Offeror at the same time or within 28 days thereafter; or
(c)if the Scheme does not become effective by the Long-stop Date but will extend to such later date as I agree in writing; or
(d)if the Co-operation Agreement is terminated in accordance with its terms.
12.I hereby acknowledge that I have not entered into this undertaking relying on any statement or representation, whether or not made by the Target, the Offeror or their respective advisers (or any of their respective directors, officers, employees or agents) and I acknowledge that nothing in this undertaking obliges the Offeror to despatch the Press Announcement, the documents relating to the Mergers, the Scheme Document. This undertaking contains the whole agreement between the Offeror and me relating to the subject matter of this undertaking at the date hereof, to the exclusion of any terms implied by law which may be executed by contract.
13.The Offeror undertakes to be bound by the Scheme in the event that the Scheme becomes effective. The obligations on the Offeror hereunder are conditional upon receipt by the Offeror of:
(a)undertakings substantially in the terms agreed with the Offeror from each of the directors of Target in respect of their respective shares in the capital of Target, by noon (London time) on the Long-stop Date (or such later time and/or date as the Offeror may determine); and
(b)confirmation in terms satisfactory to the Offeror that the board of directors of Target has unanimously approved the issue of the Press Announcement including a statement that the board of directors of Target intends unanimously to recommend that its shareholders vote in favour of the Scheme and such approval and recommendation not having been withdrawn or qualified prior to publication of the Scheme Document.
14.This undertaking shall not oblige the Offeror to proceed with the Transaction.
15.I acknowledge that, except to the extent otherwise specified, my obligations, undertakings, representations and warranties set out in this undertaking are unconditional and irrevocable. Time shall be of the essence in connection with any deadline or time for performance referred to in this undertaking.
16.I acknowledge that damages would not be an adequate remedy for breach of the obligations contained in this undertaking and I further undertake that I will not assert otherwise in any proceeds relating hereto. I acknowledge that the Offeror shall be entitled to seek the remedies of specific performance, injunctive relief or other equitable relief and no proof of special damages shall be necessary for the enforcement by the Offeror of its rights hereunder by such remedies.
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Power of Attorney
17.I irrevocably, unconditionally and by way of security for my obligations hereunder appoint each of the Offeror and any director or officer of the Offeror to be my attorney to execute on my behalf proxy forms for any Court Meeting or Shareholders’ Meeting in respect of the Target Securities and to sign, execute, and deliver any documents and do all acts and things as may be necessary for or incidental to the acceptance of the Transaction, the Scheme, the Redmile Merger and/or performance of my obligations under this undertaking.
Independent Advice
18.I recognise that Ropes & Gray LLP (together with Ropes & Gray International LLP) and Cowen Execution Services Limited and their respective affiliates (together, the "Advisers") are acting on behalf of the Offeror and, as such I am not a client of the Advisers. Cowen Execution Services Limited and its respective affiliates is providing independent financial advice to the directors of the Offeror. I have taken my own independent financial and legal advice in agreeing to execute this undertaking.
19.Neither the Advisers nor the Offeror has any responsibility to me to ensure that this undertaking is suitable for execution by me or otherwise. I confirm that I have been given an adequate opportunity to consider whether or not to give this undertaking and to obtain independent advice.
Binding Effect
20.This undertaking shall bind my estate and personal representatives except in relation to those obligations that relate to my position as a shareholder and director of Target.
Third Party Rights
21.Other than in the case of each of the Offeror’s and its affiliates’ directors and officers and the Advisers who have the right to enforce, a person who is not a party to this undertaking has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this undertaking.
Governing Law and Jurisdiction
22.This undertaking and any claim, dispute or difference (including non-contractual claims, disputes or differences) arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, English law.
23.I irrevocably agree to submit to the exclusive jurisdiction of the courts of England to settle any claim, legal action, proceeding, dispute or matter of difference (including non-contractual claims, disputes or differences) which may arise out of or in connection with this undertaking or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this undertaking) and that accordingly any proceedings be brought in such courts.
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SCHEDULE 1

SECURITIES IN TARGET
Interests in Target Shares
Registered HolderBeneficial Owner (if different)Number of ordinary shares of £0.01 each
[•][•][•]
[•][•][•]

Interests in Target Options
Registered HolderBeneficial Owner (if different)Number of Target Options
[•][•][•]
[•][•][•]





ANNEX

Press Announcement






IN WITNESS whereof this document has been duly executed and delivered as a deed on the date written at the start of this deed.
EXECUTED and DELIVERED as a DEED by [DIRECTOR]
acting by
            , authorised signatory
in the presence of:
(Signature of witness)                     
(Witness name)                        
(Witness occupation)                        
(Witness address)                        
                                

[Signature Page to Director Irrevocable]
Exhibit 99.6
Execution Version
VOTING AND SUPPORT AGREEMENT

    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”).

    WHEREAS, as of the date hereof, each Stockholder is the record and/or beneficial owner (as defined in Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the number of shares of Parent common stock, par value $0.001 per share (“Parent Common Stock”), restricted stock units of Parent (“Parent Restricted Stock Units”), restricted stock awards of Parent (“Parent Restricted Stock Awards”) and stock options of Parent (“Parent Stock Options”, and together with Parent Restricted Stock Units and Parent Restricted Stock Awards, “Parent Convertible Securities”), if any, in each case set forth opposite such Stockholder’s name on Schedule A (all such shares of Parent Common Stock and Parent Convertible Securities set forth on Schedule A next to the Stockholder’s name, together with any shares of Parent Common Stock, Parent Convertible Securities or any other securities of Parent that are hereafter issued to or otherwise directly or indirectly acquired by any Stockholder prior to the valid termination of this Agreement in accordance with Section 5.2, including for the avoidance of doubt any shares of Parent Common Stock acquired by such Stockholder upon the exercise of Parent Stock Options after the date hereof, being referred to herein as the “Subject Shares”);

    WHEREAS, concurrently with the execution hereof, Parent and Target are entering into an Cooperation Agreement, dated as of the date hereof (as it may be amended from time to time pursuant to the terms thereof, the “Cooperation Agreement”), which provides, among other things, for Parent and Target to consummate a transaction, following completion of which Parent will own the entire issued and to be issued ordinary share capital of Target, upon the terms and subject to the conditions set forth in the 2.7 Announcement and the Cooperation Agreement; and

    WHEREAS, as a condition to their willingness to release the 2.7 Announcement and enter into the Cooperation Agreement, and as an inducement and in consideration for Parent and Target to enter into the Cooperation Agreement, each Stockholder, severally and not jointly, and on such Stockholder’s own account with respect to the Subject Shares, has agreed to enter into this Agreement.

    NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:


ARTICLE I
AGREEMENT TO VOTE

1.1Agreement to Vote. Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or special meeting of the stockholders of Parent, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent (if permitted at such time) of the stockholders of Parent (each a “Parent
1


Meeting”), such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent (if permitted at such time) with respect to, all of its Subject Shares (i) against any Competing Proposal for Parent, (ii) against any change in membership of Parent Board that is not recommended or approved by Parent Board, and (iii) against any other proposed action, agreement or transaction involving Parent that would be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other Transaction (as such term is defined in the Cooperation Agreement), including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Parent (other than the Merger); (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, intellectual property rights) of Parent or any reorganization, recapitalization or liquidation of Parent; or (z) any change in the present capitalization of Parent or any amendment or other change in Parent’s organizational documents. Subject to the proxy granted under Section 1.2 below, each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.1 that are at any time or from time to time presented for consideration to Parent’s stockholders generally.

1.2 Irrevocable Proxy. For so long as this Agreement has not been validly terminated in accordance with Section 5.2, each Stockholder hereby irrevocably appoints Parent (and any Person (as defined below) or Persons designated by Parent) as its attorney-in-fact and proxy with full power of substitution and resubstitution, to the full extent of such Stockholder’s voting rights with respect to all such Stockholder’s Subject Shares (which proxy is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder) and which appointment is coupled with an interest, including for purposes of Section 212 of the DGCL) to vote (or issue instructions to the record holder to vote), and to execute (or issue instructions to the record holder to execute) written consents with respect to, all such Stockholder’s Subject Shares solely on the matters described in, and in accordance with the provisions of Section 1.1. For purposes of this Agreement, “Person” means an individual, a partnership, a corporation, a limited liability company, an unlimited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other entity, a governmental entity or any department, agency or political subdivision thereof. This proxy is coupled with an interest, was given to secure the obligations of such Stockholder under Section 1.1, was given in consideration of and as an additional inducement of Parent and Target to release the 2.7 Announcement and enter into the Cooperation Agreement and shall be irrevocable, and such Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein and hereby revokes any proxy previously granted by such Stockholder with respect to the Subject Shares that covers matters addressed by this Agreement. Such proxy shall not be terminated by operation of any applicable law or upon the occurrence of any other event other than upon the valid termination of this Agreement in accordance with Section 5.2.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

    Each Stockholder represents and warrants, on its own account with respect to the Subject Shares, to Parent and Target as to such Stockholder on a several basis, that:

2.1Authorization; Binding Agreement. To the extent such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing under the laws of the jurisdiction in which it is incorporated or constituted and the consummation of the



transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder. Such Stockholder has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principals of equity and subject to any conflict with the federal securities laws.

2.2Non-Contravention. Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated hereby nor compliance by such Stockholder with any provisions herein will (a) if such Stockholder is not an individual, violate, contravene or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of such Stockholder, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, provincial, local, municipal, foreign or other governmental or quasi-governmental authority, including, any arbitrator or arbitral body, mediator and applicable securities exchanges, or any department, minister, agency, commission, commissioner, board, subdivision, bureau, agency, instrumentality, court or other tribunal of any of the foregoing (“Governmental Body”) on the part of such Stockholder, except for compliance with the applicable requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or any other United States or federal securities laws and the rules and regulations promulgated thereunder, (c) violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any written or oral agreement, contract, subcontract, lease, sub-lease, occupancy agreement, binding understanding, obligation, promise, instrument, indenture, mortgage, note, option, warranty, purchase order, license, sublicense, commitment or undertaking of any nature, which, in each case, is legally binding upon a party or on any of its Affiliates (as defined below) (“Contract”) or other legally binding instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any lien, mortgage, security interest, pledge, encumbrance, deed of trust, security interest, claim, lease, charge, option, preemptive right, subscription right, easement, servitude, proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement, encumbrance or restriction (“Lien”) on any Subject Shares of such Stockholder (other than one created by Parent or Target), or (e) violate any applicable law or judgment applicable to such Stockholder or by which any of its Subject Shares are bound (subject to any conflict with the federal securities laws), except as would not, in the case of each of clauses (c), (d) and (e), adversely affect in any material respect such Stockholder’s ability to timely perform its obligations under this Agreement. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

2.3Ownership of Subject Shares; Total Shares. As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable law (collectively,



Permitted Liens”). The number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in Parent beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Parent Common Stock, Parent Convertible Securities or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of Parent and has no interest in or voting rights with respect to any securities of Parent.

2.4Voting Power. Except with respect to Parent Convertible Securities (but including any Parent Common Stock issued upon the exercise of Company Stock Options), such Stockholder has full voting power with respect to all such Stockholder’s Subject Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s Subject Shares. None of such Stockholder’s Subject Shares are subject to any stockholders’ agreement, proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except as provided pursuant to this Agreement.

2.5 Reliance. Such Stockholder understands and acknowledges that Parent and Target are releasing the 2.7 Announcement and entering into the Cooperation Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement.

2.6Absence of Litigation. With respect to such Stockholder, as of the date hereof, there is no cause of action, audit, examination, mediation, action, suit, arbitration, proceeding, investigation or other legal proceeding (each, an “Action”) pending against, or, to the knowledge of such Stockholder, threatened against such Stockholder or any of such Stockholder’s properties or assets (including any shares of Parent Common Stock or Parent Convertible Securities beneficially owned by such Stockholder) that could reasonably be expected to prevent or materially delay or impair the consummation by such Stockholder of the transactions contemplated by this Agreement or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder.

2.7Brokers. No broker, finder, financial advisor, investment banker or other person is entitled to any brokerage, finder’s, financial advisor’s or other similar fee or commission from Parent in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT AND TARGET

    Parent and Target represent and warrant to the Stockholders that:

3.1Organization and Qualification. Each of Parent and Target is a duly organized and validly existing corporation in good standing under the applicable laws of the jurisdiction of its organization.

3.2Authority for this Agreement. Each of Parent and Target has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Target have been duly and validly authorized by all necessary entity action on the part of each of Parent and Target, and no other entity proceedings on the part of Parent and Target are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Target and, assuming the due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of each of Parent and Target, enforceable against each of Parent and Target in accordance with its



terms, subject to bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principals of equity.

ARTICLE IV
ADDITIONAL COVENANTS OF THE STOCKHOLDERS

    Each Stockholder hereby covenants and agrees that until the valid termination of this Agreement in accordance with Section 5.2:

4.1No Transfer; No Inconsistent Arrangements. Except as provided hereunder or under the Cooperation Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Lien, other than Permitted Liens, on any of such Stockholder’s Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, pledge, grant a participation interest in, hypothecate or otherwise dispose of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing); provided, however, that the foregoing restrictions shall not be deemed to restrict or prohibit the Stockholder from Transfers pursuant to any previously trading plan established pursuant to Rule 10b5-1 under the Exchange Act prior to the date hereof or Transfers to sell such number of Subject Shares as is necessary solely to satisfy any tax withholding obligations incurred upon the vesting of any restricted stock units that vest prior to the Effective Time, (c) enter into any Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit, impede, delay or interfere with the performance of such Stockholder’s obligations hereunder in any material respect, otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct Parent to impose stop orders to prevent the Transfer of any Subject Shares on the books of Parent in violation of this Agreement. Notwithstanding the foregoing, (x) any Stockholder that is an individual may Transfer Subject Shares (i) to any member of such Stockholder’s immediate family, (ii) to a trust for the sole benefit of such Stockholder or any member of such Stockholder’s immediate family, the sole trustees of which are such Stockholder or any member of such Stockholder’s immediate family, or (iii) by will or under the laws of intestacy upon the death of such Stockholder and (y) any Stockholder may Transfer Subject Shares to any Affiliate (“Affiliate” means, with respect to a particular Person, any other Person controlling, controlled by or under common control with such particular Person; and for the purposes of this definition, “controlling,” “controlled” and “control” mean the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise) of such Stockholder; provided, that in any such case, such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct at the time of such Transfer and the transferee shall have executed and delivered to Parent and Target a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares in Parent shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject



Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with Section 5.2. Each Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement, the 2.7 Announcement or the Cooperation Agreement. Notwithstanding the foregoing, such Stockholder may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Each Stockholder shall notify Parent as promptly as practicable (and in any event within 48 hours after receipt) in writing of the number of any additional shares of Parent Common Stock of which such Stockholder acquires beneficial or record ownership on or after the date hereof.

4.2Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable law (provided that, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, reasonable notice of any such disclosure will be provided to Parent). Such Stockholder consents to and hereby authorizes Parent and Target to publish and disclose in all documents and schedules filed with the U.S. Securities and Exchange Commission (“SEC”), including, without limitation, Schedule 14A, and published and disclosed to Parent and Target shareholders, including, without limitation, preliminary and definitive proxy statements, circulars, and additional solicitation materials, and any press release or other disclosure document that Parent or Target reasonably determines to be necessary in connection with the Merger and any of the other Transactions, in each case regarding such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement, the nature of such Stockholder’s commitments and obligations under this Agreement and any other information that Parent or Parent reasonably determines is required to be disclosed by law, and such Stockholder acknowledges that Parent and Target may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. Such Stockholder agrees to promptly give Parent any information it may reasonably request for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any required corrections with respect to any information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

4.3Adjustments. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of Parent affecting the Subject Shares, the terms of this Agreement shall apply to the resulting securities.

4.4 Waiver of Certain Actions. Each Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Target or any of their respective successors, directors or officers relating to the negotiation, execution or delivery of this Agreement or the Cooperation Agreement, the release of the 2.7 Announcement or the consummation of the Merger or the other Transactions, including any such claim (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Cooperation Agreement (including any claim seeking to enjoin or delay the Merger) or (b) alleging a breach of any duty of Parent Board in connection with the 2.7 Announcement, the Cooperation Agreement, this Agreement or the transactions contemplated thereby or hereby.

4.5No Solicitation. Each Stockholder, solely in its capacity as a stockholder of Parent, shall not, and shall direct its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (“Representatives”) involved in the



Transactions not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Competing Proposal for Parent, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Competing Proposal for Parent, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of Parent to, any Person (other than Parent, Target, or any designees of Parent or Target) in connection with any Competing Proposal for Parent, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to a Competing Proposal for Parent, (v) knowingly encourage or recommend another Stockholder to not appear or vote at a Parent Meeting held, directly or indirectly, in the context or for furtherance of the Transactions, or (vi) resolve or agree to do any of the foregoing.  Each Stockholder shall, and shall direct its Representatives involved in the Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person or groups (other than Parent, Target, or any designees of Parent or Target) that may be ongoing with respect to any Competing Acquisition Proposal for Parent or potential Competing Proposal for Parent or that could reasonably be expected to lead to a Competing Proposal for Parent. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.5, inform a Person that has made or, to the knowledge of the Stockholder or Representative (as applicable), is considering making a Competing Proposal for Parent of the restrictions of this Section 4.5 and of the Cooperation Agreement.  For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.5 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.5 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.

4.6Notices of Certain Events. Each Stockholder shall notify Parent of any development occurring after the date hereof that causes, or that would reasonably be expected to cause, any breach of any of the representations and warranties of such Stockholder set forth in Article II.

ARTICLE V
MISCELLANEOUS

5.1Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given and received (a) upon receipt, if delivered personally, (b) two (2) business days after deposit in the mail, if sent by registered or certified mail, (c) on the next business day after deposit with an overnight courier, if sent by overnight courier, (d) upon transmission and confirmation of receipt, if sent by email transmission prior to 6:00 p.m., local time on a business day, in the place of receipt, or (e) on the next business day following transmission and confirmation of receipt, if sent by email transmission after 6:00 p.m., local time on a business day, or on a day that is not a business day, in the place of receipt; provided that the notice or other communication is sent to the address or email address set forth (i) if to Parent or Target, to the address or email address set forth in Section 16.2 of the Cooperation Agreement and (ii) if to a Stockholder, to such Stockholder’s address or email address set forth on Schedule



A hereto, or to such other address or email address as such party may hereafter specify for the purpose by notice to each other party hereto.

5.2Termination. This Agreement shall terminate automatically with respect to a Stockholder, without any notice or other action by any Person, upon the first to occur of (a) the valid termination of the Cooperation Agreement in accordance with its terms, or (b) the Effective Date (as defined in the Cooperation Agreement) (the period from the date hereof through such time being referred to as the “Agreement Period”). Upon the valid termination of this Agreement in accordance with this Section 5.2, no party shall have any further obligations or liabilities under this Agreement; provided, however, that (x) nothing set forth in this Section 5.2 shall relieve any party from liability for any willful breach of this Agreement prior to termination hereof and (y) the provisions of this Article V shall survive any valid termination of this Agreement in accordance with this Section 5.2.

5.3Amendments and Waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

5.4 Expenses. All fees and expenses incurred in connection herewith and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.

5.5 Entire Agreement; Assignment. This Agreement, together with Schedule A and the other documents and certificates delivered pursuant hereto, constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement shall not be assigned by any party (including by operation of law, by merger or otherwise) without the prior written consent of the other parties; provided, that Parent or Target may assign any of their respective rights and obligations to one or more Affiliates at any time, but no such assignment shall relieve Parent of its obligations hereunder.

5.6 Enforcement of the Agreement. The parties agree that irreparable damage would occur in the event that any Stockholder did not perform any of the provisions of this Agreement in accordance with their specific terms or otherwise breached any such provisions. It is accordingly agreed that Parent and Target shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in addition to any other remedy to which they are entitled at law or in equity. Any and all remedies herein expressly conferred upon Parent and Target will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon Parent or Target, and the exercise by Parent or Target of any one remedy will not preclude the exercise of any other remedy.

5.7Jurisdiction; Waiver of Jury Trial.

(a)Each Stockholder (i) consents to submit itself to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, solely if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware with respect to any dispute arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court,



and (iii) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement or any transaction contemplated by this Agreement in any court other than any such court. Each Stockholder irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware or in any federal court located in the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum. Each Stockholder hereby agrees that service of any process, summons, notice or document by registered mail in accordance with Section 5.1 shall be effective service of process for any proceeding arising out of, relating to or in connection with this Agreement or the transactions contemplated hereby.

(b)EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT. EACH STOCKHOLDER CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE AGENT OR ATTORNEY OF PARENT OR TARGET HAS REPRESENTED EXPRESSLY OR OTHERWISE, THAT PARENT OR TARGET WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH STOCKHOLDER UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (III) EACH STOCKHOLDER MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH STOCKHOLDER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.7(b).

5.8Governing Law. This Agreement, and any dispute arising out of, relating to or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

5.9Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

5.10Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

5.11 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.

5.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. This Agreement or any counterpart may be executed and delivered



by electronic communications by portable document format (.pdf), each of which shall be deemed an original.

5.13 Interpretation. The words “hereof,” “herein,” “hereby,” “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph and schedule references are to the articles, sections, paragraphs and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The words describing the singular number shall include the plural and vice versa, words denoting either gender shall include both genders and words denoting natural persons shall include all Persons and vice versa. The phrases “the date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. Any reference in this Agreement to a date or time shall be deemed to be such date or time in New York City, unless otherwise specified. The parties agree that they participated jointly in the negotiation and drafting of this Agreement, have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any applicable law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any provision of this Agreement.

5.14Further Assurances. Each Stockholder will execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to perform its obligations under this Agreement.

5.15Capacity as Stockholder. Each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder of Parent, and not, if applicable, in such Stockholder’s capacity as a director, officer or employee of Parent. Nothing herein shall in any way restrict a director or officer of Parent in the taking of any actions (or failure to act) in his or her capacity as a director or officer of Parent, or in the exercise of his or her fiduciary duties as a director or officer of Parent, or prevent or be construed to create any obligation on the part of any director or officer of Parent from taking any action in his or her capacity as such director or officer, and no action taken in any such capacity as an officer or director of Parent shall be deemed to constitute a breach of this Agreement, provided, that, for the avoidance of doubt, nothing herein shall be understood to relieve any party to the Cooperation Agreement of any obligation under, or of any liability for breach of any provision of, the Cooperation Agreement.

5.16 Representations and Warranties. The representations and warranties contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the valid termination of this Agreement in accordance with Section 5.2.

5.17No Agreement Until Executed. This Agreement shall not be effective unless and until (i) the Cooperation Agreement is executed by all parties thereto and (ii) this Agreement is executed by all parties hereto.

5.18Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for



any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Target agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, Parent resulting from Parent’s breach of the Cooperation Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by Parent.    

[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]



The parties are executing this Agreement on the date set forth in the introductory clause.

PARENT:

JOUNCE THERAPEUTICS, INC.

By:        
Name:
Title:


[Signature Page to Voting and Support Agreement]






The parties are executing this Agreement on the date set forth in the introductory clause.

TARGET:

REDX PHARMA, PLC


By:        
Name:
Title:


[Signature Page to Voting and Support Agreement]



The parties are executing this Agreement on the date set forth in the introductory clause.

STOCKHOLDER:
[NAME]



By:         
Name:
Title:


[Signature Page to Voting and Support Agreement]




Schedule A

Name of StockholderParent Common StockParent Restricted Stock UnitsParent Restricted Stock AwardsParent Stock OptionsMailing Address of StockholderEmail Address of Stockholder
shares


Exhibit 99.7
Redx and Jounce Announce Recommended Business Combination
Combined group will have a strong clinical pipeline and proven expertise in the discovery and development of highly selective therapeutics for the treatment of cancer and fibrotic disease
RXC007, a next-generation selective ROCK2 inhibitor, to lead clinical pipeline; portfolio to include discovery projects from both Redx and Jounce
Combined group to be called Redx Inc. listed on Nasdaq under the ticker REDX and led by Redx CEO Lisa Anson with cash runway into H2 2025

Alderley Park, UK and Cambridge, Mass. USA 23 February 2023 Redx Pharma (AIM: REDX) and Jounce Therapeutics, Inc. (Nasdaq: JNCE) today announce an unanimously recommended Business Combination of the two companies via a proposed all share merger transaction. Redx is a clinical-stage biotechnology company focused on the discovery and development of novel, small molecule, targeted therapeutics for the treatment of cancer and fibrotic diseases and the emerging area of cancer-associated fibrosis. Jounce is a clinical-stage immunotherapy company, dedicated to transforming the treatment of cancer by developing therapies that enable the immune system to attack tumors and provide long-lasting benefits to patients through a biomarker approach. The Business Combination will create a transatlantic organization with proven expertise in both small molecule drugs and biologics, and a clinical pipeline with multiple value inflection points in the near and medium term.
The combined group’s highest priority will be the development of RXC007, a next-generation selective ROCK2 inhibitor, which is currently being assessed in a Phase 2a study in idiopathic pulmonary fibrosis (IPF), with topline data expected in Q1 2024. ROCK2 inhibition is now a commercially validated target with potential in multiple disease areas, following the recent US FDA approval and launch of the first drug with this mechanism of action. In addition to the ongoing clinical development plan in IPF, Redx has also generated supportive preclinical data that highlights the broad potential of next-generation ROCK2 inhibitors across a number of fibrotic indications where there remains a significant unmet need, which supports potential development opportunities in other interstitial lung diseases and cancer-associated fibrosis. Additionally, RXC004 is being developed as a targeted treatment for Wnt-ligand dependent cancers and is progressing through Phase 2 trials, and RXC008, a GI-targeted ROCK inhibitor for fibrostenotic Crohn’s disease, is expected to enter clinical development in H1 2024.
Lisa Anson, Chief Executive Officer, Redx Pharma commented: “By combining Redx’s proven track record in small molecule drug discovery and development with Jounce’s expertise in biologics and immunotherapy, we will establish a world-class biotech company with a robust pipeline, aimed at developing therapeutics for cancer and fibrotic disease. RXC007, our next-generation ROCK2 inhibitor, will lead the clinical pipeline, and we will now further investigate opportunities for this asset in cancer-associated fibrosis and other interstitial lung diseases. While the majority of the combined group’s operations, and its headquarters, will be at Alderley Park in the UK, we believe that listing solely on Nasdaq is the most efficient way to enable us to access a deep pool of risk capital and engage with specialist global investors to support our future growth.”
Richard Murray, Ph.D., Chief Executive Officer and President of Jounce Therapeutics commented: “I am very proud of the work we have achieved at Jounce and today’s news is testament to the accomplishments of our team’s efforts. We are pleased that many of our employees will join the combined group and continue to focus on bringing much-needed alternatives to patients. Additionally, we are pleased that Redx will continue to advance certain of our early discovery programs. With a focus on cancer and fibrosis, and a strong scientific basis for discovery and development programs in those areas, we believe that the new company will be well positioned to succeed.”




At the time of the completion of the Business Combination, Jounce is expected to have around $155m of cash and cash equivalents, which net of any tail and closing costs results in at least $130m in cash and cash equivalents available to the combined group. Together with Redx’s expected cash at completion would provide the combined group with cash runway into H2 2025. Based on Redx’s fully diluted market capitalization of £244m ($294m) as at the Last Practicable Date and Jounce’s expected cash and cash equivalents at the time of completion, this implies a market value for the combined group of $425m, before taking into account the value of Jounce’s existing clinical and non-clinical stage programs.
This announcement follows the earlier news1 that Jounce plans to reduce its workforce by approximately 57%. After completion of the transaction, around 47 Jounce employees will be retained by the combined group at a research and development base in Massachusetts, USA and will bring complementary expertise in biologics and immuno-oncology. Jounce’s clinical programs will not be pursued in-house beyond the currently ongoing studies.
Management and Organization
Named Redx Inc., the combined group will be solely listed on Nasdaq in the US under the ticker symbol REDX. Led by current Redx CEO Lisa Anson, Dr Jane Griffiths current Redx Chair will become the non-executive Chair of the combined group; with the Board including representatives from both Redx and Jounce, in line with the relative shareholding percentages. The combined group will be headquartered at Alderley Park, UK, with a drug discovery and clinical development team in Massachusetts, USA.
About the transaction
Under the terms of the Business Combination, Redx Shareholders shall be entitled to receive 0.2105 Jounce Shares in exchange for each Redx Share (the “Exchange Ratio”). Jounce intends to conduct a reverse stock split of Jounce Shares in conjunction with the Business Combination, with a ratio of one new share for every five outstanding shares of Jounce. A reverse split is a share exchange transaction, without any impact on the amount of the share capital: only the number of outstanding shares is modified. If the Reverse Stock Split is approved by Jounce Shareholders, the Exchange Ratio will be adjusted to 0.0421 Jounce Shares in exchange for each Redx Share.
Immediately following completion of the Business Combination, including conversion of the Redx Convertible Loan Notes, Redx Shareholders are expected to own approximately 63% and Jounce shareholders approximately 37% of the share capital of the combined group.
The Business Combination is expected to be implemented by way of a Scheme of Arrangement (“Scheme”) of Redx under Part 26 of the UK Companies Act, immediately preceded by a merger transaction between RM Special Holdings 3, LLC, an entity controlled by Redmile, and Jounce and its affiliates (the “Redmile Merger”), which together will result in Jounce owning the entire issued and to be issued ordinary share capital of Redx. Further details of the Redmile Merger and the ability for eligible Redx Shareholders to request that their Redx Shares be transferred to Jounce via a similar merger structure are set out in the Rule 2.7 announcement.
In connection with the Business Combination, a non-transferrable Contingent Value Right (“CVR”) is expected to be distributed to Jounce Shareholders that held Jounce Shares prior to completion of the Business Combination and holders of Jounce Share Awards immediately prior to completion of the Business Combination comprising vested options, relating to certain existing Jounce clinical and non-clinical stage programs. The CVRs shall entitle the relevant Jounce Shareholders to receive, on a pro rata basis, subject to certain terms and conditions, 80% of the net proceeds resulting from any sale, transfer, disposition, spin-off, or license of certain assets relating to such programs that is consummated within one year following the Business Combination, subject to one six-month extension term in certain limited circumstances, as set forth in the CVR Agreement.
1 https://ir.jouncetx.com/news-releases/news-release-details/jounce-therapeutics-announces-restructuring



The Boards of both Redx and Jounce have unanimously recommended that shareholders vote in favor of the Business Combination. In connection with the Business Combination, Jounce has received irrevocable undertakings from Redx Shareholders who together own 76.6% of Redx’s share capital as of 22 February 2023 (excluding the Redx shares held by RM3) and RM3 has entered into the Redmile Merger Agreement conditional on the Court sanctioning the Scheme and will receive the same Exchange Ratio. Both Redmile and Sofinnova have agreed to convert all the Redx Convertible Loan Notes held by them respectively as part of the transaction. Redx has also received voting and support agreements in respect of Jounce shares, representing, in aggregate, approximately 21.3% of the issued and outstanding share capital of Jounce. Full details of the undertakings and voting and support agreements are contained in the Rule 2.7 announcement.
It is expected that the Business Combination will complete during the second quarter of 2023, subject to satisfaction or waiver of the Conditions including approval of the Scheme by Redx Shareholders, Jounce Shareholder approvals, and customary regulatory approvals.
Defined terms have the meaning given to them in the Rule 2.7 announcement. Additional details on the Business Combination are available in the Rule 2.7 announcement which is available at www.redxpharma.com/investor-centre/ and in the Investors and Media section of Jounce’s website at www.jouncetx.com.
Conference Call and Webcast
Jounce and Redx will host a live conference call and webcast today at 08:00 ET/13:00 GMT. To access the conference call, please register here [https://webcast.openbriefing.com/redx-jounce/] and please be advised to do so at least 10 minutes prior to joining the call. The live webcast can be accessed under “Events & Presentations” in the Investors and Media section of Jounce’s website at www.jouncetx.com and on the investor section of Redx’s website at www.redxpharma.com/investor-centre/presentations-analyst-reports-documents-and-videos/. The webcast will be archived and made available for replay on Jounce and Redx's websites approximately two hours after the call and will be available throughout the offer period thereafter.



For further information, please contact:
Redx Pharma PlcT: +44 (0)1625 469 918
UK Headquarters
Caitlin Pearson Head of Communications
ir@redxpharma.com
Lisa Anson, Chief Executive Officer
US Office
Peter Collum, Chief Financial Officer
Centerview Partners UK LLP (Financial Adviser to Redx)T: +44 (0) 20 7409 9700
Richard Girling/ Hadleigh Beals/ Alex Elias
SPARK Advisory Partners (Nominated Adviser)T: +44 (0)203 368 3550
Matt Davis/ Adam Dawes
WG Partners LLP (Joint Broker)T: +44 (0)203 705 9330
David Wilson/ Claes Spång
Panmure Gordon (UK) Limited (Joint Broker)T: +44 (0)207 886 2500
Rupert Dearden/ Freddy Crossley/ Emma Earl
FTI Consulting (Financial Communications Adviser)T: +44 (0)203 727 1000
Simon Conway/ Ciara Martin
Jounce Therapeutics, Inc.
Kim Drapkin/Eric Laub
ir@jouncetx.com
T: +1-857-259-3840
Cowen (Financial Adviser to Jounce)T: +1-646-562-1010
Tanya Joseph / Erik Schuchard / Giles RoshierT: +44 (0)203 011 0460
Stern Investor Relations (Adviser to Jounce)
Julie Seidel
T: +1-212-362-1200

About Redx Pharma Plc
Redx Pharma (AIM: Redx) is a clinical-stage biotechnology company focused on the discovery and development of novel, small molecule, highly targeted therapeutics for the treatment of cancer and fibrotic disease and the emerging area of cancer-associated fibrosis, aiming initially to progress them to clinical proof of concept before evaluating options for further development and potential value creation. The company’s lead fibrosis product candidate, the selective ROCK2 inhibitor RXC007, is in development for interstitial lung disease and commenced a Phase 2a trial for idiopathic pulmonary fibrosis (IPF) in October 2022. Redx’s lead oncology product candidate, the Porcupine inhibitor RXC004, being developed as a targeted treatment for Wnt-ligand dependent cancers, commenced a Phase 2 programme in November 2021. Redx’s third drug candidate, RXC008, a GI-targeted ROCK



inhibitor for the treatment of fibrostenotic Crohn’s disease, is progressing towards a CTA/IND application at the end of 2023.
The company has a strong track record of discovering new drug candidates through its core strengths in medicinal chemistry and translational science, enabling the company to discover and develop differentiated therapeutics against biologically or clinically validated targets. The company’s accomplishments are evidenced not only by its two wholly-owned clinical-stage product candidates and rapidly expanding pipeline, but also by its strategic transactions, including the sale of pirtobrutinib (RXC005, LOXO-305), a non-covalent (reversible) BTK inhibitor now approved by the US FDA for adult patients with mantle cell lymphoma previously treated with a covalent BTK inhibitor, and AZD5055/RXC006, a Porcupine inhibitor targeting fibrotic diseases including IPF, which AstraZeneca is progressing in a Phase 1 clinical study. In addition, Redx has forged collaborations with Jazz Pharmaceuticals, which includes JZP815, a pan-RAF inhibitor developed by Redx which Jazz is now progressing through Phase 1 clinical studies and an early stage oncology research collaboration.
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About Jounce Therapeutics
Jounce Therapeutics, Inc. is a clinical-stage immunotherapy company dedicated to transforming the treatment of cancer by developing therapies that enable the immune system to attack tumors and provide long-lasting benefits to patients through a biomarker-driven approach. Jounce currently has multiple development stage programs ongoing while simultaneously advancing additional early-stage assets from its robust discovery engine based on its Translational Science Platform. For more information, please visit www.jouncetx.com.
No Offer or Solicitation; Further Information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor the announcement of a forthcoming solicitation of any offer to acquire or dispose of securities or of any vote or approval, nor shall there be any sale, issuance or transfer of securities of Redx or Jounce in any jurisdiction. Any securities issued as part of the Business Combination are anticipated to be issued in reliance upon available exemptions from registration requirements of the Securities Act of 1933, as amended. The information contained in this announcement should not be construed to constitute any form of advice or recommendation, including but not limited to investment, tax, legal or other advice, and should not be relied upon as the basis for any decision or action.
The proposed transaction will be implemented solely pursuant to the terms of a Scheme Document (the “Scheme Document”) (together with a definitive proxy statement), which will contain the full terms and conditions of the proposed transaction, including details of how to vote in respect of the proposed transaction. Any decision in respect of, or other response to, the proposed transaction should be made only on the basis of the information in the Scheme Document and such definitive proxy statement.
This announcement does not constitute a prospectus or a prospectus-equivalent document.
Forward-Looking Statements
This press release contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws. Forward-looking statements are statements that are not historical facts. Words and phrases such as “aim,” “believe,” “expected,” “forward,” “opportunities,” “plan,” “proposed,” “will” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements



regarding future events such as: the expected structure, anticipated synergies, terms, timing and closing of the proposed transaction; areas of focus of the new company and development of pipeline assets; the further clinical development of RXC007 and the anticipated timing of data with respect to RXC007 and other clinical programs; the composition of the board and management of the combined entity; any potential CVR payments from potential proceeds generated as a result of transactions on the Jounce clinical programs; expected cash and cash runway amounts; the ability of the cash runway to fund the combined entity through multiple inflection points; and the ability of the proposed transaction to create shareholder value. All of such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond Jounce’s control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Such risks and uncertainties include, but are not limited to: the risk that the transaction described above is not consummated or that the benefits of the transaction are not realized; the risks inherent in the early stages of drug development and in conducting clinical trials; the outcome of the shareholder votes of Redx and of Jounce, the High Court and other closing conditions; the risk that the CVR will not result in any payments to Jounce shareholders, and factors in addition to the foregoing that may impact Jounce’s expectations that may cause Jounce’s actual results and outcomes to materially differ; and those risks and uncertainties identified in the “Risk Factors” section of Jounce's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2022, and its other subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, Jounce undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Centerview Partners UK LLP (“Centerview”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Redx and no one else in connection with the Business Combination and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in relation to the Business Combination, the contents of this Announcement or any other matters referred to in this Announcement. Neither Centerview nor any of its affiliates, nor any of Centerview’s and such affiliates’ respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Centerview in connection with this Announcement, any statement contained herein, the Business Combination or otherwise.
SPARK Advisory Partners Limited (“SPARK”), which is authorised and regulated in the United Kingdom by the FCA is acting as nominated adviser to Redx and for no one else in connection with the Business Combination and other matters referred to in this Announcement and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in relation to the Business Combination, the contents of this Announcement or any other matters referred to in this Announcement. Neither SPARK nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of SPARK in connection with this Announcement, any statement contained herein, the Business Combination or otherwise.
WG Partners LLP (“WG Partners”), which is authorised and regulated in the United Kingdom by the FCA is acting as Corporate Broker to Redx and for no one else in connection with the Business Combination and other matters referred to in this Announcement and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in relation to the Business Combination, the contents of this Announcement or any other matters referred to in this Announcement. Neither WG Partners nor any of its affiliates, members, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,



consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of WG Partners in connection with this Announcement, any statement contained herein, the Business Combination or otherwise.
Panmure Gordon (UK) Ltd (“Panmure Gordon”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as joint broker to Redx and no one else in connection with the Business Combination and will not be responsible to anyone other than Redx for providing the protections afforded to its clients nor for providing advice in relation to the Business Combination, the contents of this Announcement or any other matters referred to in this Announcement. Neither Panmure Gordon nor any of its affiliates, nor any of Panmure Gordon’s and such affiliates’ respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Panmure Gordon in connection with this Announcement, any statement contained herein, the Business Combination or otherwise.
Cowen Execution Services Limited (“Cowen”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Jounce and no one else in connection with the Business Combination and will not be responsible to anyone other than Jounce for providing the protections afforded to clients of Cowen nor for providing advice in relation to the Business Combination, the contents of this Announcement or any other matters referred to in this Announcement. Neither Cowen nor any of its affiliates, nor any of Cowen’s and such affiliates’ respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cowen in connection with the Business Combination, this Announcement, any statement contained herein or otherwise.

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Exhibit 99.8
Jounce Therapeutics Announces Restructuring


CAMBRIDGE, Mass., February 22, 2023 – Jounce Therapeutics, Inc. (Nasdaq: JNCE), a clinical-stage company focused on the discovery and development of novel cancer immunotherapies and predictive biomarkers, announced today that it is reducing its workforce by approximately 57 percent. The decision to reduce its workforce was made as Jounce believes advancement of its clinical programs, JTX-8064 and vopratelimab, requires funding and a scope that the Company cannot pursue on its own and will be seeking business development opportunities for both programs.

“We believe data in both the SELECT and INNATE clinical trials is intriguing, but to date neither study has demonstrated clinical activity sufficient to create the value necessary for Jounce to independently advance these programs to the next stage of development. We believe a company with additional resources and a longer value creation timeline could potentially advance these programs, for the benefit of cancer patients,” said Richard Murray, Ph.D., chief executive officer and president of Jounce Therapeutics. “Although reducing our workforce was a difficult decision, we are incredibly proud of the work of the entire Jounce team and would like to thank our talented employees impacted today for their dedication and contributions in support of our mission to benefit cancer patients.”

Jounce expects to incur a non-recurring charge of approximately $11.2i million in the first quarter of 2023 related to the restructuring announced today. The workforce reduction will be substantially completed by March 31, 2023.


About Jounce Therapeutics

Jounce Therapeutics, Inc. is a clinical-stage immunotherapy company dedicated to transforming the treatment of cancer by developing therapies that enable the immune system to attack tumors and provide long-lasting benefits to patients through a biomarker-driven approach. Jounce currently has multiple development stage programs ongoing while simultaneously advancing additional early-stage assets from its robust discovery engine based on its Translational Science Platform. Jounce’s highest priority program, JTX-8064, is a LILRB2 (ILT4) receptor antagonist shown to reprogram immune-suppressive tumor associated macrophages to an anti-tumor state in preclinical studies. JTX-8064 is being investigated alone and in combination with pimivalimab (formerly JTX-4014), Jounce’s internal PD-1 inhibitor, in one monotherapy and seven indication-specific combination therapy cohorts in the Phase 1/2 INNATE trial and is currently enrolling patients with advanced solid tumors in the Phase 2 portion of the study. Jounce’s most advanced product candidate, vopratelimab, is a monoclonal antibody that binds to and activates ICOS, and is currently being studied in the SELECT Phase 2 trial. Pimivalimab is a PD-1 inhibitor intended for combination use with Jounce’s broader pipeline. For more information, please visit www.jouncetx.com.



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Cautionary Note Regarding Forward-Looking Statements

Various statements in this release concerning Jounce’s future expectations, plans and prospects, including without limitation, Jounce’s expectations regarding its ability to preserve its financial resources, the incurrence of a non-recurring charge and the opportunities for potential advancement of its programs by third parties may constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 and other federal securities laws and are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these forward-looking statements, which often include words such as, “believe,” “expect,” “goal,” “intend,” or similar terms, variations of such terms or the negative of those terms. Although Jounce believes that the expectations reflected in the forward-looking statements are reasonable, Jounce cannot guarantee such outcomes. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including, without limitation, Jounce’s ability to successfully implement its workforce reduction plan and reduce expenses; Jounce’s ability to retain qualified personnel; unexpected demands on Jounce’s cash resources; Jounce’s ability to obtain, maintain and protect its intellectual property; and those risks more fully discussed in the section entitled “Risk Factors” in Jounce’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission as well as discussions of potential risks, uncertainties, and other important factors in Jounce’s subsequent filings with the Securities and Exchange Commission. All such statements speak only as of the date made, and Jounce undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor and Media Contact:
Eric Laub
Jounce Therapeutics, Inc.
+1-857-259-3840
ir@jouncetx.com


i This amount is preliminary and subject to change upon completion of the Company’s 10-Q review for the period ended March 31, 2023.