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                             April 26, 2023

       Ryan Murr
       Partner
       Gibson, Dunn & Crutcher LLP
       555 Mission Street, 30th Floor
       San Francisco, California 94105

                                                        Re: Jounce
Therapeutics, Inc.
                                                            Schedule TO-T/A
filed April 25, 2023
                                                            File No. 005-89831

       Dear Ryan Murr:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

               After reviewing your response to these comments, we may have
additional comments.
       All defined terms used here have the same meaning as in the offer
materials.

       Schedule TO-T/A filed April 25, 2023

       Summary Term Sheet, page 5

   1.                                                   Provide an opinion of
counsel that the CVRs are not securities under Securities Act
                                                        Section 2(a)(1).
   2.                                                   Refer to comment 3 in
our prior comment letter dated April 21, 2023 and comment 1 in
                                                        our letter dated April
14, 2023. We continue to believe that the failure to provide a
                                                        maximum value or range
of values for the CVR as a whole does not satisfy the bidders'
                                                        basic requirement to
describe the material terms of the Offer under Item 4 of Schedule TO
                                                        and Item 1004(a)(i) of
Regulation M-A thereunder. This is of particular concern in the
                                                        context of this Offer,
where the cash component of the Offer consideration represents a
                                                        discount to the current
trading price for the shares. Please revise to provide this
                                                        disclosure.
   3.                                                   Refer to comment 15 in
our prior comment letter dated April 14, 2023. We believe the
 Ryan Murr
Gibson, Dunn & Crutcher LLP
April 26, 2023
Page 2
         disclosure requested in comment 2 above must be included as part of
the previously-
         requested offer supplement to be disseminated to shareholders.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to Blake Grady at (202) 551-8573 or
Christina Chalk at
(202) 551-3263.



FirstName LastNameRyan Murr                                  Sincerely,
Comapany NameGibson, Dunn & Crutcher LLP
                                                             Division of
Corporation Finance
April 26, 2023 Page 2                                        Office of Mergers
& Acquisitions
FirstName LastName