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Prepared by R.R. Donnelley Financial -- Letter to the SEC

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October 7, 2014

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Washington, D.C.

File No. 048749-0010

 Via EDGAR and Overnight Delivery

U.S. Securities and Exchange Commission

FOIA Confidential Treatment Request

Division of Corporation Finance

Under 17 C.F.R
§200.83

100 F Street, N.E.

Washington, DC 20549-3720

Attention:

Jeffrey P. Riedler, Assistant Director

Tabatha McCullom

James Rosenburg

Daniel Greenspan

Scot Foley

Re:

Coherus BioSciences, Inc.

Registration Statement on Form S-1 (File No. 333-198936)

 Ladies and Gentlemen:

 On behalf of Coherus BioSciences, Inc. (the “Company”), in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in a letter dated September 3, 2014 (the “Initial Comment Letter”), relating to the draft Registration Statement on Form S-1 confidentially submitted with the Commission on
August 4, 2014 (as amended by an exhibit-only draft Amendment No. 1 to the Form S-1 submitted on August 5, 2014, a draft Amendment No. 2 to the Form S-1 submitted on September 15, 2014 and an exhibit-only draft Amendment
No. 3 to the Form S-1 submitted on September 24, 2014, the “DRS”), we submit this supplemental letter (this “Letter”) to further address Comment No. 13 of the Initial Comment Letter. The
Company notes that in between receipt of the Initial Comment Letter and delivery of this Letter, the Company filed the Registration Statement on Form S-1 (the “Registration Statement”) (File No. 333-198936) on
September 25, 2014. In addition, the Company filed Amendment No. 1 to the Registration Statement (“Amendment No. 1”) on October 6, 2014 in connection with the submission of the Company’s response
letter dated October 6, 2014.

 October 7, 2014

  Page
 2

 On behalf of the Company, we are respectfully requesting confidential treatment for
specified portions of this letter pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §200.83. This letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information
discussed in this letter. A redacted version of this letter will be filed with the Commission on EDGAR, omitting the confidential information.

 The Company does not intend to commence marketing the proposed offering contemplated by the Registration Statement until the 21-day period provided for in Section 6(e)(1) of the
Securities Exchange Act of 1933, as amended, has expired, market conditions permitting. Accordingly, no price range has yet been provided in the preliminary prospectus included in Amendment No. 1. However, the Company has authorized us to
inform the Staff of the Commission (the “Staff”) supplementally that, based on consultations with the lead underwriters, if the marketing of the initial public offering were to commence today, the Company’s present view
is that the estimated offering range would be $[***] to $[***] per share (the “Preliminary IPO Price Range”), with a midpoint price of $[***] (the “Midpoint Price”).

The Preliminary IPO Price Range and Midpoint Price do not reflect any reverse stock split that the Company might give effect prior to the
Commission’s declaration of effectiveness of the Registration Statement. The Company anticipates implementing a reverse stock split, which, for purposes of this Letter, the Company currently estimates to be approximately [***] to 1.0. This
reverse stock split would result in a post-split Preliminary IPO Price Range of $[***] to $[***] per share, with a midpoint of $[***] per share. The Company’s final post-split Preliminary IPO Price Range remains under discussion between the
Company and the lead underwriters, and a bona fide price range will be included in an amendment to the Registration Statement prior to any distribution of the preliminary prospectus in connection with the Company’s road show.

The Company advises the Staff that the Preliminary IPO Price Range represents the Company’s current belief of what the indicative
price range in the preliminary prospectus may be, but that the actual indicative price range in the preliminary prospectus will not be determined until the Company completes a valuation process with the underwriters of the offering, which is
expected to occur shortly before the printing of the preliminary prospectus for the offering. Therefore, the preliminary estimated indicative price range is subject to further change as a result of various factors, including market conditions and
subsequent development of the Company’s business. Upon completion of this valuation process, the Company will establish a bona fide offering price range not to be greater than $2.00 between the low end of the range and the top end of the range.

 To assist the Staff in its evaluation of the Company’s stock-based compensation, the Company has provide the analysis as
set forth below.

 GRANTS OF COMMON STOCK OPTIONS AND WARRANTS IN THE PRECEDING 12 MONTHS

The following table summarizes by month of grant date the number of shares of common stock underlying stock options and warrants granted
during the previous twelve months, as well as the associated per share exercise price, the estimated fair value per share of the Company’s common stock on the grant date and the reassessed fair value per share of the Company’s common stock
on the grant date following additional third-party valuations commissioned by the Company in connection with the Company’s initial public offering (the “IPO”).

 CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED BY COHERUS BIOSCIENCES, INC.

 WITH RESPECT TO THIS LETTER.

 October 7, 2014

  Page
 3

 Grant Date

Number of Shares
underlying Stock
Options Granted

Per Share Exercise
Price

Estimated
Fair Value per
Share
on Date of
Grant

Reassessed Fair
Value per Share on
Date of Grant(1)

 November 22, 2013

1,310,300

$
0.85

$
0.85

$
1.50

 March 11, 2014

3,561,675

$
1.00

$
1.00

$
3.44

 April 7, 2014

50,000

$
1.00

$
1.00

$
3.44

 June 30, 2014

885,000

$
1.50

$
1.50

$
4.86

 July 1, 2014

10,000

$
1.50

$
1.50

$
4.86

 Grant Date

Number of Shares
underlying
Warrants Granted

Per Share Exercise
Price

Estimated
Fair Value per
Share on Date of
Grant

Reassessed Fair
Value per Share on
Date of Grant(1)

 March 28, 2014

922,309

$
1.00

$
1.00

$
3.44

(1)
 Subsequent to each grant date and in connection with the IPO, the Company commissioned additional third-party valuations of the estimated fair values
per share of its common stock as of each quarter end. See “Historical Fair Value Determination and Methodology” and “Valuations and Option and Warrant Grants over the Previous 12 Months” below for more information.

 HISTORICAL FAIR VALUE DETERMINATION AND METHODOLOGY

The Company has historically determined the estimated fair value of its common stock using methodologies, approaches and
assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice
Guide”). In addition, the Company’s Board of Directors (the “Board”) also considered numerous objective and subjective factors, along with input from management and third-party
valuations, to determine the fair value of the Company’s common stock as disclosed in the Registration Statement.

As described in more detail in this Letter, for the prior 12-month period the Company has utilized the probability-weighted expected
return method (“PWERM”) alone or in combination with the option pricing method (“OPM”) as a hybrid method (“Hybrid Method”), each an accepted valuation method under the AICPA
Practice Guide, for determining the fair value of its common stock. The PWERM is a scenario-based analysis that estimates the value per share of common stock based on the probability-weighted present value of expected future equity values for the
common stock, under various possible future liquidity event scenarios, in light of the rights and preferences of each class of stock, discounted for a lack of marketability. The OPM values each equity class by creating a series of call options on
the equity value, with exercise prices based on the liquidation preferences, participation rights and strike prices of derivatives. The Hybrid Method is appropriate for a company expecting a near term liquidity event, but where, due to market or
other factors, the likelihood of completing the liquidity event is uncertain. The Hybrid Method considers a company’s going concern nature, stage of development and the company’s ability to forecast near and long-term future liquidity
scenarios.

 CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED BY COHERUS BIOSCIENCES, INC.

 WITH RESPECT TO THIS LETTER.

 October 7, 2014

  Page
 4

 At each grant date, the Board evaluated any recent events and their potential impact on
the estimated fair value per share of the common stock. The Board ultimately determined the fair value of the common stock on the date of grant taking into consideration the immediately preceding independent third-party valuation report as well as
other pertinent information available to it at the time of the grant.

 In connection with the preparation of the DRS for
confidential submission to the Commission, Company management reassessed the fair value of the Company’s common stock as of the date of each option and warrant grant over the previous 12 months. These determinations were based in part on
supplemental valuations performed by a third-party independent valuation specialist which indicated the estimated fair value of the Company’s common stock to be $1.50 as of September 30, 2013 (the “Q3’13
Revaluation”), $1.80 as of December 31, 2013 (the “Q4’13 Revaluation”), $3.44 as of March 31, 2014 (the “Q1’14 Revaluation”) and $4.86 as of June 30, 2014 (the
“Q2’14 Revaluation,” and together with the Q3’13 Revaluation, the Q4’13 Revaluation and the Q1’14 Revaluation, the “Revaluations”) using the PWERM or the Hybrid Method. As described
in further detail in “Valuations and Option and Warrant Grants over the Previous 12 Months” below, Company management reassessed the fair value of the Company’s common stock as of the date of each option and warrant grant using the
immediately preceding Revaluation for purposes of certain financial disclosures in the DRS, with the exception of the options granted on March 11, 2014 and the warrants granted on March 28, 2014, in which case Company management used the
subsequent Revaluation, the Q1’14 Revaluation.

 VALUATIONS AND OPTION AND WARRANT GRANTS OVER THE PREVIOUS 12 MONTHS

 Original October 31, 2013 Valuation, Q3’13 Revaluation and Grants of November 2013

On November 22, 2013, the Board determined the fair value of the Company’s common stock to be $0.85 per share (the
“Original November 22 Fair Value Per Share”). This determination was based in part on a valuation performed by a third-party independent valuation specialist which determined the fair value of the Company’s common
stock to be between $0.76 and $0.91 per share as of October 31, 2013 (the “Original October 31 Valuation”) using the OPM and the Board’s determination that there were no material changes to the business or
required adjustments to the estimated fair value of its common stock since October 9, 2013, the date the Company’s Audit and Finance Committee of the Board indicated its support for a valuation of the common stock of $0.85 per share at its
meeting held on October 9, 2013.

 In connection with the preparation of the DRS for confidential submission to the
Commission, Company management reassessed the fair value of the Company’s common stock as of November 22, 2013 and determined it to be $1.50 per share (the “Revised November 22 Fair Value Per Share”). As
described above in “Historical Fair Value Determination and Methodology,” this determination was based in part on the Q3’13 Revaluation and management’s determination that there were no material changes to the business or
required adjustments to the estimated fair value of its common stock since September 30, 2013, the date of the Q3’13 Revaluation. The increase to $1.50 from the Original October 31 Valuation was primarily due to the assumption of a
65% probability of a potential license transaction scenario.

 CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED BY COHERUS BIOSCIENCES, INC.

 WITH RESPECT TO THIS LETTER.

 October 7, 2014

  Page
 5

 On August 30, 2013, the Company entered into a definitive license agreement with
Baxter International, Inc. (“Baxter”) for the development, use and commercialization of the Company’s biosimilar version etanercept biosimilar (the “Baxter Collaboration”), which included a $30.0
million upfront payment to the Company and certain other contingent milestone payments and expense reimbursements. However, the Baxter Collaboration contained a provision that if the pharmacokinetic biosimilarity of CHS-0214 to Enbrel was not
demonstrated in the Phase 1 study, Baxter would have been entitled to opt out of the agreement. If Baxter opted out and did not elect to enter into a right-of-first refusal agreement on a second product within a set review period, the full $30
million payment would have been converted into convertible debt of the Company, with a five year maturity date from the date of delivery of the opt-out notice and would not be required to make any further payments to the Company.

Further, the Company continued to face significant capital constraints that resulted in the delay of some of its clinical programs. The
financial distress of the Company was reflected by the high costs and senior preference of its debt financing of approximately $9.95 million executed during the third quarter of 2013 which included the issuance of convertible promissory notes that
carried a 300% warrant coverage to the lenders and were therefore highly dilutive to holders of the Company’s common stock (the “2013 Bridge Financing”).

For purposes of the Original October 31 Valuation, the Company anticipated a seventy-five percent (75%) probability of a
liquidity event and a twenty-five percent (25%) probability of a liquidation scenario, and a discount for lack of marketability (“DLOM”) of 20.3% for the high value indication and 33.3% for the low value indication was
applied to reflect the risk arising from the inability to readily sell the shares (as determined using the Black-Scholes option pricing model). This analysis reflected the Company’s belief that due to the prevalence of significant operational,
clinical and financial risks still facing the Company, there existed a reasonable possibility that the Company would face a liquidation scenario, in which case the Company’s common stock would have no value. The original determined fair value
of the Company’s common stock as of October 31, 2013 was considered by the Board when determining the fair value of the Company’s common stock for purposes of granting stock options to employees on November 22, 2013.

For purposes of the Q3’13 Revaluation, the Company assigned a five percent (5%) probability of a potential
new financing scenario, a five percent (5%) probability of a potential IPO scenario, a sixty-five percent (65%) probability of a potential license transaction scenario, a five percent (5%) probability of a potential change of control
scenario and a twenty percent (20%) probability of a potential maturity scenario. This analysis reflected the Company’s positive view of the Bax