Item 1.01. Entry into a Material Definitive Agreement.
OnDecember 27, 2022 ,Jounce Therapeutics, Inc. , aDelaware corporation (the "Company") announced that it entered into an asset purchase and license amendment agreement (the "Asset Purchase Agreement") with Gilead Sciences, Inc. ("Gilead") pursuant to which Gilead paid the Company$67 million in exchange for the Company agreeing to eliminate all remaining financial obligations of Gilead to the Company under the Company's exclusive license agreement, datedAugust 31, 2020 , for development and commercialization of GS-1811 (formerly JTX-1811) with Gilead (the "Gilead License Agreement") and to transfer to Gilead certain patents and know-how related to licensed products under the Gilead License Agreement. To date, the Company had received$40 million of milestone payments from Gilead, in addition to an equity investment of$35 million and an upfront payment of$85 million upon the closing of the Gilead License Agreement.
The Asset Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions, subject to certain limitations.
The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The Asset Purchase Agreement contains representations and warranties by each of Gilead and the Company. These representations and warranties were made solely for the benefit of the parties to the Asset Purchase Agreement and (i) should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in the Asset Purchase Agreement by disclosures that were made to the other party in connection with the negotiation of the Asset Purchase Agreement; (iii) may apply contractual standards of "materiality" that are different from "materiality" under applicable securities laws; and (iv) were made only as of the date of the Asset Purchase Agreement or such other date or dates as may be specified in the Asset Purchase Agreement.
Item 7.01. Regulation FD Disclosure.
OnDecember 27, 2022 , the Company and Gilead issued a joint press release regarding the Asset Purchase Agreement, a copy of which is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ( the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 † Asset Purchase and License Amendment Agreement
by and between the Company
and Gilead datedDecember 27, 2022 99.1 Press release issued by the Company and Gilead onDecember 27, 2022 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
† Portions of this Exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
--------------------------------------------------------------------------------
© Edgar Online, source