FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.             KEY INFORMATION

2.             POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)           Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)           Rights to subscribe for new securities

3.             POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(A) Interests held by The Toronto-Dominion Bank* as a concert party with Jounce Therapeutics, Inc.:

*The Toronto-Dominion Bank acquired Cowen, Inc. on 1 March 2023, this disclosure is a continuation of Cowen, Inc. disclosures.

(B) Interests held by the directors of Jounce Therapeutics, Inc. and their close relatives and related trusts:

(C) Interests held as options or awards by directors of Jounce Therapeutics, Inc. under its share plans:

(D) Interests held as restricted stock units by directors of Jounce Therapeutics, Inc. under its share plans:

Restricted Stock Units, or RSUs, represent a right to receive a specified number of shares of stock at a later date (or dates) upon the grantee's satisfaction of vesting conditions. No shares are issued on the grant date and, upon vesting, shares are issued without any cost to the grantee. A grantee of RSUs has no rights as a stockholder until the vesting of the RSU and the issuance of shares. All Jounce RSU awards are subject to time-based vesting and typically vest in equal annual instalments over three years, subject to acceleration in certain circumstance; no Jounce RSU awards have performance-based vesting conditions. Jounce's standard form of RSU award is available via its public filings here.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.             OTHER INFORMATION

(a)           Indemnity and other dealing arrangements

(b)           Agreements, arrangements or understandings relating to options or derivatives

(c)           Attachments

Are any Supplemental Forms attached?

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.