SecProbe.io

September 3 , 2014

Via E -mail
Donald M. Lanfear
President and Chief Executive Officer
Coherus BioSciences, Inc.
201 Redwood Shores Parkway, Suite 200
Redwood City, CA 94065

Re: Coherus BioSciences, Inc.
Draft Registration Statement on Form S -1
Confidentially Submitted August 4, 2014
  CIK No. 0001512762

Dear Mr. Lanfear :

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

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement  or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you p rovide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule  405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplemental ly provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participat ing or will participate in your offering.

Donald M. Lanfear
Coherus BioSciences, Inc.
September 3 , 2014
Page 2

 2. Please confirm that the graphics included in your registration statement are the only
graphics you will use in your prospectus. If those are not the only graphics, please
provide any additional graphics prior to their use for our review.

3. We note that you have submitted an application for confidential treatment relating to
several  of your exhibits. Please be advised that we will review this application separately
and comments issued as a result of that review, if any, must be resolved prior to your
filing a request for acceleration.

4. Please revise to ensure that all graphical info rmation presented in your prospectus, such
as the pipeline chart on the first page of your prospectus summary and page 89, and the
charts on pages 92, 97 and 98, is sufficiently large to be legible to the average reader.

Prospectus Summar y, page 1

5. We note that your Phase 1 study for CHS -1701 “did not meet bioequivalence” and that
you are planning an additional PK study comparing CHS -1701 and Neulasta.  Moreover,
your Phase 3 trials will be initiated , at the earliest , in 2015.  A ccordingly, please revise
your chart on page 1 and  89 so that the arrow for the CHS -1701 row clearly reflects that
this product candidate is still effectively in Phase 1, notwithstanding that you have
completed your first Phase 1 trial.

6. We note your statement  on page 4 and 96  that “(w)e have successfull y advanced CHS -
1701 through completion of a Phase 1 PK/PD study in healthy volunteers.”  Please
modify your disclosure as necessary to put this assertion  in its proper context  with your
disclosure on page 9 8 that your Phase 1 study of CHS -1701 “did not mee t bioequivalence
due to geometric mean values ranging slightly above the allowed upper confidence
interval (125%)  on all three variables”  and that you will perform additional Phase 1
studies before advancing to Phase 3 . In addition, please explain the sign ificance of failing
to meet the study’s three designated bioequivalence endpoints and clarify your ability to
rely on the post -hoc bioequivalence analysis performed for purposes of future
applications for marketing approval .

Risks Associated with Our Business, page 5

7. Please expand the 5th and 7th bullets to provide more specificity with respect to the unique
risks posed by the various global regulatory pathways  and the Biologics Price
Competition Act of 2009, respectively.

Corporate Information, page 5

8. On page 6, please state that your election to opt out of the JOBS ACT extended transition
periods is irrevocable.

Donald M. Lanfear
Coherus BioSciences, Inc.
September 3 , 2014
Page 3

 The Offering, page 7

9. Please break out your anticipated use of proceeds among your product candidates.

Risk Factors

10. Please add a stand -alone risk factor that discusses the technical challenges inherent in
developing protein therapeutics, including information similar to the di sclosure that
appears on page 86 of the Business section.  Please also add a related bullet to the list of
risk factors on page 5 of your prospectus summary.

Risks Rela ted to the Discovery and Development of Our Product Candidates
“If we are not able to demonstrate biosimilarity of our biosimilar product candidates to the
satisfaction of regulatory authorities . . .,” page 16

11. Please amend this risk factor to note the fa ilure of your Phase 1 study of CHS -1701 to
meet the endpoints  established for bioequivalence with Neulasta and that additional
Phase 1 studies will be conducted before proceeding to Phase 3.

“The development, manufacture and commercialization of biosimilar products …,”
page 19

12. Please specify when the original BLAs for Enbrel and Humira were approved , and in
which geographic markets .

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Stock -Based Compensation
Common Stock Options, page 75

13. Please note we may have additional  comments on your accounting for stock
compensation once you have disclosed an estimated offering price. Please provide us
with a quantitative and qualitative analysis explaining the difference between the
estimated offering price and the fair value of eac h equity issuance through the date of
effectiveness for the preceding twelve months.

Business , page 83

14. To the extent practicable, please minimize the use o f highly technical terminology in this
section and elsewhere in the registration statement that may be unfamiliar to lay
investors.  If the use of such terms is necessary, please give the meaning and significance
of such terms in plain language that may be  readily understood by a person not
acquainted with this industry or scientific field.  By way of example only  and not as an

Donald M. Lanfear
Coherus BioSciences, Inc.
September 3 , 2014
Page 4

 exhaustive list , an exp lanation of the following terms  should accompany their first usage
in the registration statement.

 endogenou s (page 83);
 granulocyte (page 83) ;
 monoclonal  antibodies (page 86) ;
 post-translational modifications  (page 86);
 cell sub -type selection (page 86);
 geometric ratio  (page 87) ;
 protein stabilization (page 87);
 moiety (page 90);
 cellular receptors (page 90);
 down -regulating (page 90);
 lineage -specific (page 95);
 monocytes, fibroblasts and endothelial cells (page 95);
 neutrophils (page 95);
 pegylated (page 96);
 covalent (page 95);
 necropsy and gross necropsy (page 97); and
 lymphocytes, eosinophils and basophi ls (page 97);

Our Approach, page 86

15. In the next -to-last bullet that appears on page 87, please briefly explain how your
formulation technology will allow you to  “innovate around” patent protected
formulations.

Five Key Steps to Biosimilar Drug Development, page 88

16. Please summarize your meetings with regulators by providing the approximate dates of
such meetings, the regulatory body with whom you met  and the general nature of
discussions.

17. On page 89, please provide a brief but straightforward explanation of the three
bioequivalence parameters listed.  For example, when you discuss AUC 0t, you should
explain the concept of area under t he concentration -time curve  and what precisely is
measured .

Donald M. Lanfear
Coherus BioSciences, Inc.
September 3 , 2014
Page 5

 Development Portfolio , page 89

18. Please indicate for each of your product candidates the location of  each of  your clinical
studies and whether you filed an Inves tigational New Dr ug Application, or equivalent
request for approval, covering such studies . If an application was  not filed , please explain
why.

19. We note that your developmental plans call for you to proceed from Phase 1 trials of your
lead candidates directly to Phase 3.  In your discussion of the FDA approval process  on
page 105, however, you talk about the typical progression of three sequential phases of
clinical trials used to support BLAs  for marketing  approval.  Please address how
development al strategy  differs from the typical route for biologics , the basis of your
belief that this direct progression to Phase 3 is viable, any risks involved and any specific
discussions you have had with regulatory agencies about this.

20. With respect to the graphs that appear on pages 92, 97 and 98 , please provide a brief
narrative accompanying the illustrations that explain s the major points the pictures are
meant to symbolize.  For example, consider adding  a legend of some kind to the graphs to
help readers interpret the information.

CHS -1420 (Our Adalimumab (Humira) Biosimilar Candidate), page 93

21. In your discussion of CHS -1420, please clarify the relationship , in layman’s terms,
between  Humira’s ability to block s ignaling through the TNF pathway a nd the effect on
various inflammatory diseases.  Similarly , please explain the significance of Humira’s
ability to bind activating Fcﻻ receptors and complement component C1q.

CHS -1701  (Our Pegfilgrastim  (Neulasta ) Bios imilar Candidate), page  96

22. Please explain, in terms comprehensible to the non -specialist , what a  luminescence assay
is, how CHS -1701  stimulates the proliferation of NFS -60 leukemia cells and clarify  the
significance of t his proliferation with respect to  the accelerated development of
neutrophils  that pegfilgrastim  is designed  to facilitate .

23. In your discussion of your in vivo comparability studies of CHJS -1701 on page 97, the
significance of your observations is not sufficiently clea r.  Please explain the following in
layman’s terms and clarify the significance of each with respect to conclusions about
bioequivalence :

 increases in ANC, monocytes, lymphocytes, eosinophils  and basophils ;
 decrease in red blood cell parameters and pla telet counts;
 increase in the myleloid:erythroid ratio in bone marrows;
 increased hematopoiesis at necropsy and the fact that , at necropsy,
microscopic findings were observed in multiple marrow -bearing areas; and

Donald M. Lanfear
Coherus BioSciences, Inc.
September 3 , 2014
Page 6

  exposure PK parameters

Manufacturing , page 99

24. We note your statement here that you have entered into commitments  with your contract
manufacturers as well as your statement in the first risk factor on page 27 regarding your
other arrangements with various suppliers . Please indicat e whether these commitments
involve binding  contracts between you and these companies and, if so, disclose their
material terms here and file such contracts  as exhibits.  Alternatively, if you believe these
agreements are not material to your oper ations, please explain why in your response.

Collaboration and License Agreements, page 100

25. Please amend your disclosure concerning each agreement to include a range of the
royalty payments that may be made pursuant to that agreem ent, e.g.  “(low/high) single -
digits,” “t eens,” “twenties,” etc.

26. Please disclose the aggregate amount if milestones, if any, that may be paid to you under
the agreement with Daiichi Sankyo.

27. Please amend your disclosure to state the aggregate milestone payments relating to the
license agreements with Genentech, Inc. and Selexis SA.

Intellectual Property , page  102

28. With respect to the material patents that you have in -licensed From Daiichi Sankyo,
Baxter, and any other parties, please provide disclosure about this intellectual property
similar to the information you have provided for your owned patents and patent
applications.

Management
Scientific Advisory Board, page 115

29. Please briefly discuss the fun ction of your scientific advisory board  and the specific
responsibilities of the board members, as well as the frequency of board meetings.

Principal Stockholders, page 146

30. To the extent not already disclosed,  please revise  to state the names of the individuals
who have voting and/or dispositive power over the shares held by each of y our 5% and
greater stockholders .

Donald M. Lanfear
Coherus BioSciences, Inc.
September 3 , 2014
Page 7

 Index to Audited Consolidated Financial Statements
Notes to Consolidated Financial Statements
5. Collaboration and License Agreement
Daiichi Sankyo, page F -18

31. Please dis close the reasons that the deliverables (i.e. license and the manufacture of the
drug materials for clinical development) do not have standalone value. Refer to ASC 605 -
25-50-2f.

Index to Financial Statements
Unaudited Interim Condensed Consolidated Fin ancial Statements
Notes to Unaudited Condensed Consolidated Financial Statements
6. Acquisition of InteKrin Therapeutics, Inc., page F -52

32. Tell us why the $2.29 per share value you determined for the Series B convertible
preferred stock is significantly less than the $4.1841 initial closing price for Series B
issuances that occurred in 2012.

12.Net Loss and Unaudited Pro Forma Net Loss Per Share, F -34

33. Please include herein and in Note 10 on F -57 to your unaudited condensed consolidated
financial statements reconciliations of the numerators and denominators of your basic and
diluted per share computations for each period presented, as required under ASC 260 -10-
50-1a.  If you are treating the unvested restricted shares as contingently issuable and thus
excluding them from the basic and diluted denominator, include as a reconciling
item.   Refer to Example 3 at ASC 260 -10-55-56.  Also provide us your analysis with
reference to the authoritative literature supporting your treatment of unvested restricted
shares as contingently issuable shares.

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on t he SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/c orpfin/cfannouncements/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information i n the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Tabatha McCullom  at (202) 551 -3658  or James Rosenberg  at (202)
551-3679  if you have questions regarding comments on the financial statements and related

Donald M. Lanfear
Coherus BioSciences, Inc.
September 3 , 2014
Page 8

 matters.  Please contact Daniel Greenspan at (202) 551 -3623, Scot Foley  at (202) 551 -3383 or
me at (202) 551 -3715  with any other ques tions.

Sincerely,

/s/ Daniel Greenspan for

Jeffrey P. R iedler
Assista nt Direct or

cc: Via E -mail
Alan C. Mendelson , Esq.
Latham & Watkins LLP