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CORRESP
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CORRESP

 Gibson, Dunn & Crutcher LLP

3161 Michelson Drive

 Irvine, CA 92612-4412

www.gibsondunn.com

James J. Moloney

 Direct: +1 949.451.4343

Fax: +1 949.475.4756

 JMoloney@gibsondunn.com

 VIA ELECTRONIC MAIL AND EDGAR FILING

Ms. Christina Chalk and Mr. Blake Grady

 Office of
Mergers and Acquisitions

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street NE

 Washington, D.C. 20549

 April 24, 2023

Re:
 Jounce Therapeutics, Inc.

Schedule TO-T filed on April 5, 2023

File No. 005-89831

Dear Ms. Chalk and Mr. Grady:

 On
behalf of Concentra Biosciences, LLC (the “Parent”) and Concentra Merger Sub, Inc. (“Purchaser”, and along with Tang Capital Management, LLC (“TCM”) and Tang Capital Partners, LP
(“TCP”), the “Co-Offerors”), please find our responses to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) by letter dated April 21, 2023 (“Letter #2”), with respect to Parent’s and Purchaser’s Schedule TO-T filed
on April 5, 2023 (the “Schedule TO”), the Offer to Purchase, dated April 5, 2023 (the “Offer to Purchase” ) regarding the Co-Offerors offer to purchase all of the
outstanding shares of Jounce Therapeutics, Inc. (“Jounce”). Concurrently with the submission of this response letter, the Co-Offerors are filing Amendment No. 1 to the Schedule TO (the
“Amended Schedule TO”), including an Amended and Restated Offer To Purchase, dated April 24, 2023 (the “Amended OTP”), and a Tender Offer Supplement (the “Supplement”, and together with the
Amended Schedule TO and Amended OTP, the “Amended Tender Offer Materials”), each of which are filed as exhibits to the Amended Schedule TO. The Amended Tender Offer Materials reflect the
Co-Offerors’ responses to the Staff’s comments in this Letter, as well as the Staff’s earlier letter, dated April 14, 2023 (“Letter #1”, and together
with Letter #2, the “SEC Letters”). In light of the Expiration Date for the Offer being May 3, 2023, the Supplement is being disseminated to Jounce stockholders concurrently with the filing of the Amended Schedule TO.

For your convenience, we have restated below in bold each comment from Letter #2 and supplied our responses immediately thereafter. Unless
otherwise specified, all references to page numbers and captions correspond to the Amended Schedule TO or Amended OTP, as the case may be, and all capitalized terms used but not defined herein have the same meaning as in the Amended Tender Offer
Materials.

 Correspondence, page 2

1.
 We note your proposed disclosure in the appendix to your response letter that in calculating part of the
potential payment under the CVRs, the Maximum Difference is $12.6 million. However, we believe calculating in accordance with the disclosure on page 6 of the Offer to Purchase, a reasonable investor would calculate the Maximum Difference as
$110 million. Please revise the proposed disclosure to explain more clearly how this calculation will be made. Consider providing an example for clarity.

Response: The Co-Offerors acknowledge the Staff’s comment, and respectfully submit that the language
describing the calculation of the Maximum Difference with respect to CVR Proceeds resulting from lease savings (the “Lease CVR Payments”), and more generally how the Lease CVR Payments are paid out under this provision, is accurate and
correct. For the benefit of the Staff, the Lease CVR Payments under this provision are calculated as the difference between two independently calculated differences (represented by clauses (a) and (b) in the referenced disclosure).
Algebraically, the formula is calculated as follows:

 Lease CVR Payments = A (lease savings) – B (Company Net Working Capital
shortfall),

 where A = (W-X) and B = (Y-Z), where:

•

 W= current remaining lease related obligations (fixed at $12,600,000);

•

 X = revised remaining lease related obligations (to be calculated shortly after Closing);

•

 Y = projected Company Net Working Capital (fixed at $110,000,000); and

•

 Z = actual Company Net Working Capital, if less than $110,000,000 (not taking into account any lease
savings).

 So, in short, Lease CVR Payments = (W-X) – (Y-Z):

 In Jounce’s most recent Schedule 14D-9/A, also
filed on April 24, 2023, Jounce disclosed that on April 19, 2023, Jounce executed a non-binding agreement in principle with its landlord with respect to the early termination of its lease for its
headquarters (the “Early Termination”). Jounce also disclosed that, pursuant to the non-binding agreement in principle, it anticipates the Early Termination could result in a revised remaining
lease related obligations of approximately $5,250,000.

 So using this information to create an illustrative example, if the revised
remaining lease related obligation was to be $5,250,000 (generating $7,350,000 in lease savings) and assuming there was no Company Net Working Capital shortfall, the Lease CVR Payments would be calculated as follows:

Lease CVR Payments

= ($12,600,000 – $5,250,000) – ($110,000,000 – $110,000,000)

= ($7,350,000) – ($0)

= $7,350,000

 -2-

 When $7,350,000 is divided by the anticipated number of CVRs eligible to receive payments under this
provision of the CVR (approximately 53,382,533), the amount per CVR comes out to be approximately $0.1377. To expand this same example in order to show the impact of a potential Company Net Working Capital shortfall, then if we assume there was a
Company Net Working Capital shortfall of $2,000,000 (because Company Net Working Capital at Closing, not taking into account any lease savings, was $108,000,000 instead of $110,000,000), the aggregate Lease CVR Payments would be approximately
$5,350,000, and the amount per CVR would come out to be approximately $0.1002.

 In a second illustrative example (to show the Maximum
Difference), if the revised remaining lease related obligation was $0 (generating $12,600,000 in lease savings) and the actual Company Net Working Capital was $110,000,000 (resulting in no Company Net Working Capital shortfall), the Lease CVR
Payments would be calculated as follows:

Lease CVR Payments

= ($12,600,000 – $0) – ($110,000,000 – $110,000,000)

= ($12,600,000) – ($0)

= $12,600,000

 When $12,600,000 is divided by the anticipated number of CVRs eligible to receive payments under this provision of the
CVR (approximately 53,382,533), the amount per CVR comes out to be approximately $0.2360.

 In response to the Staff’s comment, the Co-Offerors have revised the appropriate sections of the Amended OTP and included similar disclosure in the Supplement to clarify how the Lease CVR Payments under this provision of the CVR are calculated and to
provide the above illustrative examples, along with appropriate caveat language to make clear that the Lease CVR Payments as calculated are not assurances that such amounts will be actually achieved.

2.
 We reissue comment 10 in our last comment letter dated April 14, 2023. Please provide an in-depth legal analysis regarding whether the CVRs will be an “integral” part of the consideration to be received by Jounce shareholders, addressing that a “Disposition” may include products
developed in the future. Also address whether the amount of the CVR payments is dependent on the efforts of others, identifying each component of the CVR payment and explaining how it is, or is not, dependent on the efforts of others. Further,
please explain whether the amount of the CVRs represents a relatively small portion of the overall consideration, or if the cash payment represents a “substantial portion” of the consideration.

Response: The Co-Offerors acknowledge the Staff’s comment and addresses each portion of the comment below:

 -3-

 The CVRs will be an “integral” part of the consideration to be received by Jounce
stockholders and any amounts paid pursuant to such CVRs will not be contingent upon the operating results of Jounce.

 The Co-Offerors submit that the CVRs are an “integral” part of the consideration to be received by Jounce stockholders in that (1) the CVRs represent mandatory payments by Parent upon the occurrence of
specified events and (2) the Jounce Board viewed the CVRs as a key component of the Offer put forward by the Co-Offerors, but for which the Jounce Board may not have recommended that the Jounce
stockholders accept the Offer. In the event any lease savings are realized or Dispositions are made of any CVR Products, Parent is contractually obligated to make CVR payments. Additionally, the Jounce Board identified the CVR as an important
component of the Offer in its decision to withdraw its recommendation that its stockholders approve the proposed business combination with Redx Pharma plc (“Redx”). We note that the proposed business transaction with Redx (the
“Redx Transaction”) had a substantially identical CVR (but ultimately inferior as it did not include the bucket for potential lease savings). The Jounce Board instead recommended to stockholders that they tender their shares into
the Offer (see page 34 of the Schedule 14D-9 filed on April 6, 2023), where the Board noted that with respect to the CVRs:

(i) the Transactions offer stockholders an opportunity to, within specified parameters, participate in 80% of any monetization event resulting
from a Disposition of the Company’s CVR Products, including its technology or product candidates, during the two-year Disposition Period following the Closing and 100% of the potential aggregate value of
certain potential cost savings, and (ii) the obligation and financial incentive that Parent has to pursue such transactions during the Disposition Period.

Indeed, the Co-Offerors believed that a compelling offer would require not only the cash
consideration, but also a match to the CVR in the Redx Transaction. As the Jounce Board previously recommended the Redx Transaction on the basis of the mix of consideration offered by Redx, including a contingent value right (the “Redx
CVR”) similar to the CVR, it is clear that the Jounce Board viewed such a contingent value right as a key driver for its recommendation. Through further negotiations with Jounce, the parties agreed that the CVR should also cover lease
savings established during the pre-Closing period in order to expand the potential sources of cash consideration payable under the CVR for the benefit of Jounce stockholders. As a result, the present
transaction includes a CVR that is superior to the Redx CVR and an important component of the Jounce Board’s decision to make its recommendation in support of the Offer, but for which the Jounce Board may not have recommended the Offer to the
Jounce stockholders and as such represents an integral part of the consideration. Further, the consideration offered by Parent and Purchaser in this transaction mandatorily will consist of CVR payments in the event that any lease savings are
realized or Dispositions of any CVR Products take place.

 With respect to the Staff’s assertion as to a “Disposition”
including products developed in the future, we confirm that pursuant to the CVR Agreement, the Co-Offerors are not obligated to and do not currently contemplate pursue new clinical, manufacturing or enabling
work with respect to the CVR Products. The Jounce Board had concluded that the clinical trial results warranted Jounce exploring a strategic alternatives process for the benefit of Jounce stockholders because it did not make sense to continue trying
to develop Jounce’s clinical assets (as reported in the Jounce’s 14D-9 filed on April 6, 2023). In the Redx Transaction, the parties negotiated a CVR reflecting the reality that the parties did
not consider the existing assets of Jounce as capable of providing a future for the Jounce business. Instead, the parties agreed that Redx would attempt to sell off the Jounce legacy assets and provide 80% of the net proceeds therefrom to the Jounce
stockholders. The structure of a Disposition under the CVR is similarly designed to provide a cash return to the extent there are net proceeds achieved from a sale of the Jounce legacy assets. The efforts of Parent following the closing of the
Merger will consist of employing Commercially Reasonable Efforts (as defined in the CVR Agreement), which include maintaining the CVR Products (e.g. managing CMC Activities and maintaining Clinical Protocol Compliance (as such terms are defined in
the CVR Agreement)) and conducting efforts to effect Dispositions of the existing assets. We note to the Staff that Commercially Reasonable Efforts specifically exclude the pursuit of new clinical, manufacturing or enabling work with respect to the
CVR Products; the Co-Offerors have no plans to conduct further research and development activities with respect to the clinical programs or other assets of Jounce.

 -4-

 Further to the above, the Staff has on several occasions taken the view that contractual
deferred payments having the same essential characteristics as the CVRs in the present case are an integral part of the consideration offered to stockholders and do not require registration under the Securities Act. See First Boston, Inc.
(available December 1988), Slater Development Corp. (available May 1988) and GID/TL, Inc. (available March 1989).

 In
First Boston, Inc., the deferred payment rights at issue were designed to give stockholders of the target company the opportunity to share in the proceeds of a post-merger sale of the target company (the “First Boston Deferred
Rights”). The Staff concluded that it would not recommend any enforcement action if the First Boston Deferred Rights were distributed without registration under the Securities Act or the Exchange Act, because, among other reasons, the First
Boston Deferred Rights were an integral part of the consideration to be received by stockholders in the proposed merger because, to the extent the First Boston Deferred Rights had any value, they constituted a mandatory, though deferred, component
of the cash consideration to be paid in a merger transaction contingent upon the occurrence of a specific event. In considering the proposed merger agreement, the First Boston stockholders were deciding whether to dispose of their investment in
First Boston in exchange for a cash payment in addition to the First Boston Deferred Rights, which were required to be made on the occurrence of certain specified events. This consideration package included a certain cash payment at the closing of
the merger transaction in addition to a potential contingent payment with respect to the First Boston Deferred Rights, which could have resulted in no consideration payable or in potentially substantial payments. The First Boston stockholders thus
evaluated the full package of consideration offered to them, both the certain closing payment and the uncertain, but contractually mandated, potential contingent future payments, which may or may not have provided substantial value to the First
Boston stockholders. The CVRs, like the First Boston Deferred Rights, constitute an integral component of the cash consideration to be paid in a merger transaction contingent upon the occurrence of a specific event, in this case, the consummation of
Dispositions generating net proceeds for the benefit of CVR holders. Jounce stockholders, like the stockholders of First Boston, will consider whether to dispose of their shares of Jounce common stock in exchange for both (1) a certain cash
payment at Closing and (2) potential uncertain contingent future payments in the form of the CVRs. Both the cash payment and the potential CVR payments represent important factors in the decision by Jounce stockholders as to whether to accept
the Offer, and the CVR payments are required to be paid by the terms of the Merger Agreement on the occurrence of certain specified events.

In Slater Development Corp., which involved right