SecProbe.io

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 Coherus Oncology, Inc.

 333 Twin Dolphin Drive, Suite 600

 Redwood City, CA 94065

 December 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Coherus Oncology, Inc.

 Registration Statement on Form S-3

 (File No. 333-291520)

 Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Coherus Oncology, Inc. (the " Company ")
hereby requests acceleration of the effective date of its Registration Statement on Form S-3 initially filed on November 13,
2025 (the " Registration Statement "). The Company respectfully requests that the Registration Statement become effective
as of 4:30 p.m., Eastern Time, on December 8, 2025, or as soon thereafter as practicable. Once the Registration Statement has been
declared effective, please orally confirm that event with the Company's counsel, Latham & Watkins LLP, by calling Drew
Capurro at (714) 755-8008.

 Very truly yours,

 Coherus Oncology, Inc.

 By:
 /s/ Bryan McMichael

 Name:
 Bryan McMichael

 Title:
 Chief Financial Officer

 cc:
 Dennis M. Lanfear, Coherus Oncology, Inc.

 Benjamin A. Potter, Latham & Watkins LLP

 Drew Capurro, Latham & Watkins LLP

September 13, 2024
Dennis M. Lanfear
President and Chief Executive Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, California 94065
Re:Coherus BioSciences, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 15, 2024
File No. 001-36721
Dear Dennis M. Lanfear:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:Max Brunner, Esq.

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Via EDGAR Transmission

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September 6, 2024

​

Division of Corporation Finance

Disclosure Review Program

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

​

Attn: Jennifer Gowetski

 Daniel Crawford

​

​

RE: Coherus BioSciences, Inc.

Definitive Proxy Statement on Schedule 14A

Filed April 15, 2024

File No. 001-36721

Dear Ms. Gowetski and Mr. Crawford,

Coherus BioSciences, Inc. (the “Company”, “we”, “our”) is providing this letter in response to the comment received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) by letter dated August 23, 2024. To facilitate your review, we have included in bold italics the Staff’s comment below.

Definitive Proxy Statement on Schedule 14A

Pay Versus Performance, page 63

1. We note footnotes 4 and 5 to your pay versus performance table calculates total shareholder return and peer group total shareholder return using a measurement point of December 31, 2020. Please note that for calculating total shareholder return and peer group total shareholder return, the “’measurement period’ must be the period beginning at the ‘measurement point’ established by the market close on the last trading day before the registrant's earliest fiscal year in the table.” Please ensure your measurement period uses the correct measurement point for calculating total shareholder return and peer group total shareholder return. Refer to Item 402(v)(2)(iv) of Regulation S-K.

Response

​

The Company respectfully acknowledges the Staff’s comment and confirms that footnotes 4 and 5 to the Company’s pay versus performance table in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 15, 2024 (the “2024 Proxy Statement”) each contained a typographical error for the measurement point. Instead of stating “December 31, 2020”, footnotes 4 and 5 should have each stated “December 31, 2019”. Despite the aforementioned measurement point referenced in these two footnotes, the actual calculations of total shareholder return and peer group total shareholder return used in the 2024 Proxy Statement’s pay versus performance table used the correct measurement point of December 31, 2019.

​

The Company will ensure that the pay versus performance disclosures in future proxy statements use a measurement period with the correct measurement point for calculating total shareholder return and peer group total shareholder return and will also ensure that the pay versus performance table is derived from the calculations required by Item 402(v)(2)(iv) of Regulation S-K.

​

​

* * * *

​

​

Thank you for your consideration of the Company’s response. Please direct any questions or comments regarding this correspondence to our counsel, Phillip S. Stoup of Latham & Watkins LLP, at (415) 395-8216.

Sincerely,

/s/ Bryan McMichael

Bryan McMichael

Chief Financial Officer

cc:

Dennis M. Lanfear

Max Brunner, Esq.

Benjamin A. Potter, Esq., Latham & Watkins LLP

Phillip S. Stoup, Esq., Latham & Watkins LLP

​

August 23, 2024
Dennis M. Lanfear
President and Chief Executive Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, California 94065
Re:Coherus BioSciences, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 15, 2024
File No. 001-36721
Dear Dennis M. Lanfear:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comment.
            Please respond to this letter by providing the requested information and/or confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below. If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 63
1.We note footnotes 4 and 5 to your pay versus performance table calculates total
shareholder return and peer group total shareholder return using a measurement point of
December 31, 2020. Please note that for calculating total shareholder return and peer
group total shareholder return, the “’measurement period’ must be the period beginning at
the ‘measurement point’ established by the market close on the last trading day before the
registrant's earliest fiscal year in the table.” Please ensure your measurement period uses
the correct measurement point for calculating total shareholder return and peer group total
shareholder return. Refer to Item 402(v)(2)(iv) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

August 23, 2024
Page 2
            Please contact Jennifer Gowetski at 202-551-3401 or Daniel Crawford at 202-551-7767
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:Max Brunner, Esq.

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 Coherus BioSciences, Inc.

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

July 24, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

Re:
 Coherus BioSciences, Inc.

Registration Statement on Form S-4

(File No. 333-273179)

Ladies and Gentlemen:

 In accordance with
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Coherus BioSciences, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-4 initially filed on July 7, 2023 and amended on July 24, 2023 (the “Registration Statement”). The Company respectfully requests that the Registration Statement become
effective as of 4:00 p.m., Eastern Time, on July 26, 2023, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Latham &
Watkins LLP, by calling Benjamin A. Potter at (650) 470-4809.

Very truly yours,

Coherus BioSciences, Inc.

By:

/s/ McDavid Stilwell

Name:

McDavid Stilwell

Title:

Chief Financial Officer

cc:
 Dennis M. Lanfear, Coherus BioSciences, Inc.

Bryan McMichael, Coherus BioSciences, Inc.

Benjamin A. Potter, Latham & Watkins LLP

Phillip S. Stoup, Latham & Watkins LLP

United States securities and exchange commission logo
July 13, 2023
McDavid Stilwell
Chief Financial Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
Re:Coherus BioSciences, Inc.
Registration Statement on Form S-4
Filed July 7, 2023
File No. 333-273179
Dear McDavid Stilwell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Phillip S. Stoup

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Coherus BioSciences, Inc.

333 Twin Dolphin Drive, Suite
600

Redwood City, CA 94065

November 15, 2022

VIA EDGAR

United States Securities and
Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    Coherus BioSciences, Inc.

    Registration Statement on Form S-3

    (File No. 333-268252)

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Coherus BioSciences, Inc. (the “Company”)
hereby requests acceleration of the effective date of its Registration Statement on Form S-3 initially filed on November 8, 2022 (the
 “Registration Statement”). The Company respectfully requests that the Registration Statement become effective as of
4:00 p.m., Eastern Time, on November 17, 2022, or as soon thereafter as practicable. Once the Registration Statement has been declared
effective, please orally confirm that event with the Company’s counsel, Latham & Watkins LLP, by calling Benjamin A. Potter
at (650) 470-4809.

  Very truly yours,

  Coherus BioSciences, Inc.

 By: /s/ McDavid Stilwell

 Name: McDavid Stilwell

 Title: Chief Financial Officer

    cc:
    Dennis M. Lanfear, Coherus BioSciences, Inc.

    Bryan McMichael, Coherus BioSciences, Inc.

    Benjamin A. Potter, Latham & Watkins LLP

    Phillip S. Stoup, Latham & Watkins LLP

United States securities and exchange commission logo
November 14, 2022
McDavid Stilwell
Chief Financial Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
Re:Coherus BioSciences, Inc.
Registration Statement on Form S-3
Filed November 8, 2022
File No. 333-268252
Dear McDavid Stilwell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Benjamin A. Potter, Esq.

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 VIA EDGAR

April 20, 2022

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Ibolya Ignat and Angela
Connell

 Division of Corporation Finance

 Office of Life
Sciences

 RE: Coherus BioSciences, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2020

 Filed February 25, 2021

Form 8-K furnished November 8, 2021

File No. 001-36721

Dear Ms. Ignat and Ms. Connell,

 Coherus BioSciences,
Inc. (the “Company”, “we”, “our”) is providing this letter in response to the comment received from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”) by
letter dated December 16, 2021, (the “Comment Letter”) and the additional comment received from the Staff by letter dated April 7, 2022 (the “Additional Comment Letter”). To facilitate your review, we have included in
bold italics the Staff’s comment from the Additional Comment Letter below.

 Form 8-K furnished
November 8, 2021

 Exhibit 99.1

Non-GAAP Financial Measures, page 7

1.
 We appreciate the information provided to us in your response letter and during our conference call. We
believe that your adjustments to exclude the upfront and milestone based license fees from Non-GAAP net (loss) are inconsistent with the guidance in Question 100.01 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Please confirm to us that you will no longer include these adjustments in any non-GAAP financial
measure presented in accordance with Item 10(e) of Regulation S-K or Regulation G.

Response

 The Company acknowledges the
Staff’s comment and advises the Staff that in our future Form 8-K filings, earnings releases and other presentations that include Non-GAAP financial measures, for
all periods presented, we will no longer make adjustments to exclude the upfront and milestone based license fees from Non-GAAP net (loss) and any other non-GAAP
financial measures presented in accordance with Item 10(e) of Regulation S-K or Regulation G. We will update prior period information for comparability to current year presentation.

In connection with responding to the Additional Comment Letter, the Company acknowledges that it is responsible for the adequacy and accuracy of the
disclosures in its filings notwithstanding any Staff comments or changes to disclosure in response to Staff comments.

 If you have any further questions
regarding the matters addressed in this letter, I can be reached at (650) 395-0152, and if I am not available, please contact Bryan McMichael, Coherus’ Senior Vice President, Corporate Controller, at
(650) 649-3548.

 Sincerely,

/s/ McDavid Stilwell

McDavid Stilwell

Chief Financial Officer

 cc: Bryan McMichael

United States securities and exchange commission logo
April 20, 2022
McDavid Stilwell
Chief Financial Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive , Suite 600
Redwood City , California 94065
Re:Coherus BioSciences, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 25, 2021
File No. 001-36721
Dear Mr. Stilwell:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
April 7, 2022
McDavid Stilwell
Chief Financial Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive , Suite 600
Redwood City , California 94065
Re:Coherus BioSciences, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 25, 2021
Form 8-K furnished November 8, 2021
File No. 001-36721
Dear Mr. Stilwell:
            We have reviewed your December 30, 2021 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 16, 2021 letter.
Form 8-K furnished November 8, 2021
Exhibit 99.1
Non-GAAP Financial Measures, page 7
1.We appreciate the information provided to us in your response letter and during
our conference call. We believe that your adjustments to exclude the upfront and
milestone based license fees from Non-GAAP net (loss) are inconsistent with the
guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations. Please confirm to us that you will no longer include these
adjustments in any non-GAAP financial measure presented in accordance with Item 10(e)
of Regulation S-K or Regulation G.

 FirstName LastNameMcDavid Stilwell
 Comapany NameCoherus BioSciences, Inc.
 April 7, 2022 Page 2
 FirstName LastName
McDavid Stilwell
Coherus BioSciences, Inc.
April 7, 2022
Page 2
            Please contact Angela Connell, Accounting Branch Chief, at (202) 551-3426 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 VIA EDGAR

December 30, 2021

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Ibolya Ignat and Angela
Connell

 Division of Corporation Finance

 Office of Life
Sciences

 RE: Coherus BioSciences, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2020

 Filed February 25, 2021

Form 8-K furnished November 8, 2021

File No. 001-36721

Dear Ms. Ignat and Ms. Connell,

 Coherus BioSciences,
Inc. (the “Company”, “we”, “our”) is providing this letter in response to the comment received from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”) by
letter dated December 16, 2021, (the “Comment Letter”). To facilitate your review, we have included in bold italics the Staff’s comment below.

Form 8-K furnished November 8, 2021

Exhibit 99.1

Non-GAAP Financial Measures, page 7

1. Your presentation of Non-GAAP net (loss) income includes an adjustment for upfront and milestone based license
fees. Please tell us how you determined that these fees do not represent normal, recurring, cash operating expenses necessary to operate your business. In this regard, we note that the related licensing transactions are accounted for as asset
acquisitions. However, as a license to certain product candidates appears to be the only asset acquired and as the development of these product candidates is an integral part of your business, it is unclear how this adjustment would not violate
Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response

 In connection with responding to the
Comment Letter, the Company performed a critical reassessment of its approach to presenting adjustments to Non-GAAP net (loss) income for upfront and milestone based license fees. Through its review, the
Company confirmed its belief that upfront license and collaboration expenses (“Upfronts”) are fundamentally different from normal, recurring research and development expenses. This determination is based primarily on the considerations
discussed below, each of which the Company believes are inconsistent with normal, recurring, cash operating expenses considered necessary to operate its business. To help illustrate this, the Company has included below discussion on how each of
these considerations applied to the transaction reflected in the 2021 GAAP to Non-GAAP reconciliation appearing in the Current Report on Form 8-K furnished by the
Company on November 8, 2021 (the “November 2021 8-K”). The treatment of milestone based license fees is also discussed below.

 Strategic Nature

Upfront payments generally occur at the inception of a multi-year arrangement that is both individually and strategically significant to the Company.
Substantial effort and attention across multiple functions of the Company, including at the most senior levels of the organization, are invested into the decision to enter a licensing transaction that involves any Upfront consideration. In the
Company’s experience, each Upfront has coincided with a significant recalibration in the Company’s priorities, capital allocation strategy, assessment of organizational risks and opportunities, and the needs and allocations of resources.
Although contractual terms and conditions and the words used to describe agreements may be similar from one licensing arrangement to another, each collaboration is unique. For example, the Company’s collaborations all differ in a number of
ways, such as the structure of the relationship with the partner, the degree of influence that the partner possesses over the development activities for product candidates, the Company’s required level of involvement, the day-to-day collaboration activities and the degree to which the collaboration represents a strategic change for the Company.

Based on the above and with respect to the transaction and non-GAAP adjustments in the November 2021 8-K referred to in the Comment Letter (the “Junshi Biosciences Transaction”), the Company respectfully advises the Staff:

•

 The $150 million Upfront, inclusive of the $5 million right of first negotiation fee fully credited
against the total upfront obligation, paid in the Junshi Biosciences Transaction was the largest single expenditure made by the Company by several orders of magnitude since its inception and equaled 18% and 20% of the Company’s total assets and
total current assets, respectively, as of December 31, 2020, which was the last quarterly balance sheet date preceding the close of the Junshi Biosciences Transaction.

•

 Entering into the Junshi Biosciences Transaction, and thus paying the associated Upfront, was the catalyst in the
Company’s transformation away from a strategy solely dependent upon the development and sales of biosimilar products to a strategy that leverages cash flows from those products to invest in the immuno-oncology market. Through this transaction,
the Company made a major shift in its business model and changed its fundamental business strategy.

 Regularity and Predictability

 The Company further advises the Staff that the transactions to which Upfronts relate are generally not forecasted. This is due to several inherent
characteristics of licensing transactions, which are generally outside the Company’s control, including: the availability of a partner that is a strategic fit, interested in working with the Company and willing to accept contracts with
commercially favorable terms or at all; the timing and frequency of attractive intellectual property becoming available for a licensing transaction; the competitive climate related to other potential competitors for the transaction; how the
transaction fits into the Company’s strategy and other commitments at the time the opportunity arises. Based on the Company’s experience, there is no discernable pattern or seasonality and no reliable basis to predict when such
opportunities arise.

 Accordingly, because Upfronts generally occur only in opportunistic situations, the Company does not budget for them. As such, the
Company regularly uses its non-GAAP financial measures internally to understand, manage and evaluate its business and to make operating decisions.

With respect to the Junshi Biosciences Transaction, the Upfront paid was the third such payment made by the Company since it became public in 2014 and its
largest paid to date. It took the Company approximately two years of searching the global checkpoint inhibitor landscape and evaluating potential collaboration partners to find a PD-1 inhibitor antibody that
met the Company’s scientific and commercial requirements. The Company conducted a rigorous assessment that included reviewing over a dozen PD-1 candidates before the Junshi Biosciences Transaction closed.

 Pace and Level of Uncertainty

 The list below
represents a summary of total research and development expenses other than Upfronts and milestones the Company generally incurs. The Company respectfully notes that since no Upfront was paid related to the development of either the Company’s
only current commercial product, Udenyca®, or for the Company’s biosimilar of Humira®, YUSIMRYTM, which was recently approved by the FDA as announced by the Company on December 20, 2021 and that the Company plans to launch in July 2023, this list represents what the Company believes to be
normal, recurring, cash operating expenses related to research and development necessary to operate its business:

•

 expense incurred under agreements with consultants, third-party contract research organizations
(“CROs”), and investigative sites where a substantial portion of the Company’s preclinical studies and all of the Company’s clinical trials are conducted;

•

 costs of acquiring originator comparator materials and manufacturing preclinical study and clinical trial
supplies and other materials from contract manufacturing organizations (“CMOs”), and related costs associated with release and stability testing;

•

 costs associated with manufacturing process development activities; and

•

 internal costs associated with activities performed by the Company’s research and development organization.

 Entering a licensing transaction generally allows the Company to forgo the expense and time incurred for a significant portion of the
activities related to the costs noted above. Additionally, because the intellectual property being licensed has generally been proven to a certain extent, there is less uncertainty in a successful outcome of further development when compared to
beginning such research at earlier stages.

 Using the Junshi Biosciences Transaction to illustrate the points above, toripalimab, the molecule licensed in
the Junshi Biosciences Transaction, had been in development since 2015 and at the time the collaboration was consummated, had already been evaluated in 15 registrational clinical trials across a broad range of rare and highly prevalent tumor types,
received regulatory approval outside of the United States and breakthrough therapy designation from the FDA. Entering into the Junshi Biosciences Transaction was a singular event that marked a fundamental change in the Company’s strategy and
also gave the Company access to an established molecule, as opposed to normal, recurring cash operating expense related to research and development.

Proposed Changes

 While the Company continues to believe
that upfront transactions and milestone payments are fundamentally different from normal, recurring research and development expenses, in response to the Staff’s comment and the Company’s critical reassessment of its approach to Non-GAAP reporting, the Company proposes making the following changes related to future transactions beginning with the Company’s earnings release for the fourth quarter of 2021:

•

 Upfronts that are not considered individually significant will not be adjusted in the Company’s presentation
of non-GAAP earnings. For purposes of performing this evaluation, transactions will be screened using both quantitative and qualitative measures. The primary reason for this change will be to restrict
adjustments for Upfronts reflected as adjustments in the Company’s non-GAAP reporting to those that directly enhance investors’ abilities to meaningfully compare the Company’s results from
period to period, and to identify operating trends in the Company’s business.

•

 Future milestone payments will no longer be presented as adjustments in the Company’s non-GAAP earnings. Although potential payout amounts of milestones are generally set at the same time as Upfronts and serve as contingent consideration in those transactions, once a licensing transaction has been
consummated, the related potential milestone payments are generally incorporated into the Company’s planning and forecasting. The primary reason for this change is to more closely align the presentation in the Company’s non-GAAP reporting with the measures of the Company’s business performance used by its management.

For the foregoing reasons, the Company respectfully advises the Staff that it believes its historical presentation excluding upfront and milestone payments
from its non-GAAP financial measures, has not violated the guidance set forth in Question 100.01. Further, the Company respectfully advises the Staff that it believes that the proposed changes elaborated above
will improve the Company’s non-GAAP presentation in the future.

 In connection with responding to the Comment Letter, the Company acknowledges that: (1) it is
responsible for the adequacy and accuracy of the disclosure in the filing; (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filing; and (3) the
Company may not assert the Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Thank you for your consideration of the Company’s responses. If you have any further questions regarding the matters addressed in this letter, I can be
reached at (650) 395-0152, and if I am not available, please contact Bryan McMichael, Coherus’ Senior Vice President, Corporate Controller, at (650) 649-3548.

Sincerely,

 /s/ McDavid Stilwell

McDavid Stilwell

Chief Financial Officer

 cc: Bryan McMichael

United States securities and exchange commission logo
December 16, 2021
McDavid Stilwell
Chief Financial Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive , Suite 600
Redwood City , California 94065
Re:Coherus BioSciences, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 25, 2021
Form 8-K furnished November 8, 2021
File No. 001-36721
Dear Mr. Stilwell:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comment.  In our comment we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 8-K furnished November 8, 2021
Exhibit 99.1
Non-GAAP Financial Measures, page 7
1.Your presentation of Non-GAAP net (loss) income includes an adjustment for upfront and
milestone based license fees.  Please tell us how you determined that these fees do not
represent normal, recurring, cash operating expenses necessary to operate your business.
In this regard, we note that the related licensing transactions are accounted for as asset
acquisitions. However, as a license to certain product candidates appears to be the only
asset acquired and as the development of these product candidates is an integral part of
your business, it is unclear how this adjustment would not violate Question 100.01 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

 FirstName LastNameMcDavid Stilwell
 Comapany NameCoherus BioSciences, Inc.
 December 16, 2021 Page 2
 FirstName LastName
McDavid Stilwell
Coherus BioSciences, Inc.
December 16, 2021
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ibolya Ignat at (202) 551-3636 or Angela Connell at (202) 551-3426
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

November 18, 2019
Jean-Frédéric Viret
Chief Financial Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, California 94065
Re:Coherus BioSciences, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 28, 2019
Dear Mr. Viret:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 Coherus BioSciences, Inc.

333 Twin Dolphin Drive, Suite 600

Redwood City, California 94065

November 6, 2019

 VIA EDGAR

United States

 Securities and Exchange Commission

 Washington, D.C. 20549

Attention:

Ibolya Ignat

Division of Corporation Finance

Re:

 Re: Coherus BioSciences, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2018

 Filed February 28, 2019

Form 10-Q for the Quarterly Period Ended June 30, 2019

Filed August 5, 2019

 File No. 001-36721

 Dear Ms. Ignat,

Coherus BioSciences, Inc. (“Coherus”, the “Company” or “we”) is transmitting this letter in response to comments
received from the staff of the Securities Exchange Commission (the “Staff”), contained in the Staff’s letter dated October 24, 2019 (“Comment Letter”), with respect to the Company’s Form 10-K for the year ended December 31, 2018 and Form 10-Q for the quarter ended June 30, 2019. For your convenience, the Staff’s comment is reproduced in bold
type below, followed by the Company’s response thereto.

 Form 10-Q for the Quarterly Period Ended
June 30, 2019

 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Financial
Operations Overview Cost of Goods Sold, page 32

1.
 We acknowledge your response to our comments. Please revise your future filings to disclose the following
and provide us with a draft of your proposed disclosures:

•

 the amount of estimated historical cost of the inventory build-up
prior to your regulatory approval that had been expensed as R&D for each period presented,

•

 the effect zero cost inventory had on your historical results of operations,

•

 the expected effect on future results of operations and the assumptions made in this regards,

•

 the estimated selling value as of the balance sheet date and estimated period to sell, and

•

 why you believe the shelf life of 12 months for the bulk drug substance, pegfilgrastim, will not affect your
ability to sell the inventory after the shelf life expires. In this respect, tell us why adding the shelf life of the bulk drug substance to the shelf life of the finished drug product is appropriate in determining the shelf life of the inventory.

 We respectfully acknowledge the Staff’s Comment Letter and the Company proposes to
include the following language in its future periodic reports, stated hereunder for the year ended December 31, 2019, as an example:

“The cost of goods sold was [$xx.x] million and $0 for the year ended December 31, 2019 and 2018, respectively. Cost of goods sold
consists primarily of third-party manufacturing, distribution, overhead costs associated with the sale of UDENYCA® and a mid-single digit royalty cost
on net product revenue to Amgen, which began on July 1, 2019 and will continue for five years. A portion of the manufacturing costs for inventory were incurred prior to the regulatory approval of UDENYCA® and therefore were expensed as research and development costs when incurred. The costs associated with this inventory were approximately [$xx.x] and [$xx.x] at December 31, 2019 and 2018,
respectively, with estimated associated sales value of approximately [$xx.x] and [$xx.x], respectively, based on our current average net selling price for the year ended December 31, 2019. During the year ended December 31, 2019, the cost
basis of product sold that was expensed prior to approval, was approximately [$xx.x]. Had such inventories been valued at acquisition cost, it would have resulted in a corresponding increase in cost of goods sold and a corresponding decrease in
gross margin during such period. We expect utilizing the inventory expensed prior to approval by [the x quarter of 20xx]. Subsequent to using our entire zero cost inventory, we estimate cost of goods sold as a percentage of net product revenue will
be in the range of [high single digit to low double digit percentage], including the mid-single digit royalty cost on net product revenue.”

With respect to your question on the shelf life of our inventory, we manufacture
UDENYCA® in three stages:

1)
 bulk drug substance manufacturing, that yields the active ingredient, pegfilgrastim;

2)
 drug product filling, that yields syringes containing formulated pegfilgrastim; and

3)
 labeling, assembling and packaging of syringes, that yields a ready-to-sell finished good.

 After the first stage of the manufacturing
process, the bulk drug substance has a shelf life of up to 12 months as stored. Once we complete the second stage of the production, the naked syringes containing pegfilgrastim have a shelf life of up to 36 months. Therefore, we confirm that UDENYCA®’s shelf life is effectively up to 48 months, because once pegfilgrastim is placed in a syringe, whether it is two months or ten months post the completion of the first stage of production,
that syringe has a 36 month shelf life. Thus, we have a 12-month slack to manufacture a final product with a 36-month shelf life.

Please do not hesitate to contact the undersigned at (650) 649-3546, if you have any questions or
would like additional information regarding these matters.

Sincerely,

 /s/ Jean-Fréderic Viret, Ph.D.

 Jean-Fréderic Viret, Ph.D.

Chief Financial Officer

Coherus BioSciences, Inc.

cc:
 Dennis M. Lanfear, Chief Executive Officer, Coherus BioSciences, Inc.

Alan Mendelson, Esq., Latham & Watkins LLP

October 24, 2019
Jean-Frédéric Viret
Chief Financial Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, California 94065
Re:Coherus BioSciences, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 28, 2019
Form 10-Q for the Quarterly Period Ended June 30, 2019
Filed August 5, 2019
File No. 001-36721
Dear Mr. Viret:
            We have reviewed your October 15, 2019 response to our comment letter and have the
following comment.  In our comment we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
October 3, 2019 letter.
Form 10-Q for the Quarterly Period Ended June 30, 2019
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial Operations Overview Cost of Goods Sold, page 32
1.We acknowledge your response to our comments.  Please revise your future filings to
disclose the following and provide us with a draft of your proposed disclosures:
•the amount of estimated historical cost of the inventory build-up prior to your
regulatory approval that had been expensed as R&D for each period presented,
•the effect zero cost inventory had on your historical results of operations,
•the expected effect on future results of operations and the assumptions made in this
regards,

 FirstName LastNameJean-Frédéric Viret
 Comapany NameCoherus BioSciences, Inc.
 October 24, 2019 Page 2
 FirstName LastName
Jean-Frédéric Viret
Coherus BioSciences, Inc.
October 24, 2019
Page 2
•the estimated selling value as of the balance sheet date and estimated period to sell,
and
•why you believe the shelf life of 12 months for the bulk drug substance,
pegfilgrastim, will not affect your ability to sell the inventory after the shelf life
expires.  In this respect, tell us why adding the shelf life of the bulk drug substance to
the shelf life of the finished drug product is appropriate in determining the shelf life
of the inventory.
            You may contact Ibolya Ignat at (202) 551-3636 or Mary Mast at (202) 551- 3613 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

Coherus BioSciences, Inc.

333 Twin Dolphin Drive, Suite 600

Redwood City, California 94065

October 15, 2019

 VIA EDGAR

United States

 Securities and Exchange Commission

 Washington, D.C. 20549

Attention:

Ibolya Ignat

Division of Corporation Finance

Re:

Re: Coherus BioSciences, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed February 28, 2019

Form 10-Q for the Quarterly Period Ended June 30, 2019

Filed August 5, 2019

File No. 001-36721

 Dear Ms. Ignat,

Coherus BioSciences, Inc. (“Coherus” or the “Company”) is transmitting this letter in response to comments received from
the staff of the Securities Exchange Commission (the “Staff”), contained in the Staff’s letter dated October 3, 2019 (“Comment Letter”), with respect to the Company’s Form
10-K for the year ended December 31, 2018 and Form 10-Q for the quarter ended June 30, 2019. For your convenience, the Staff’s comment is reproduced in
bold type below, followed by the Company’s response thereto.

 Form 10-Q for the Quarterly Period Ended
June 30, 2019

 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Operations Overview Cost of Goods Sold, page 32

1.
 It appears your cost of product revenues was only 0.7% and 2.3% of net product revenues for the quarter
and six months ended June 30, 2019. You disclose that a portion of the costs of producing UDENYCA sold to date was expensed as research and development prior to FDA approval and therefore is not reflected in the cost of goods
sold. You further state on page 14 that cost of goods sold includes a write-off of prepaid manufacturing costs of $1.3 million and $0.4 million due to excess and obsolete
inventory. Please tell us the following:

•

 the amount of estimated revenues represented by inventory on hand at June 30,
2019 for which manufacturing costs were expensed in prior periods as research and development expenses (i.e. “zero cost inventories”),

As stated in its Form 10-K and Form 10-Q
referenced above, the Company expensed all costs related to manufacturing of its product UDENYCA® (including stability costs and manufacturing overhead) as incurred prior to receiving the FDA
approval for UDENYCA® on November 2, 2018. UDENYCA®, a biosimilar product of
Neulasta®, is manufactured in three stages:

 1) bulk drug
substance manufacturing, that yields the active ingredient, pegfilgrastim;

 [***]
Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested by Coherus BioSciences, Inc. with respect to portions of this letter.

 2) drug product filling, that yields syringes containing formulated
pegfilgrastim; and

 3) labeling, assembling and packaging of syringes, that yields a ready-to-sell finished good.

 Because the Company needed final comments from the
FDA on UDENYCA® packaging and package insert, the relatively small costs associated with the third and final stage of labeling, assembling and packaging in the manufacturing process were
incurred post FDA approval, and were therefore capitalized as inventory.

 As of June 30, 2019, the zero cost
inventories are primarily in the form of bulk drug substance and secondarily in the form of drug product (i.e., naked syringes). As of June 30, 2019, the amount of future estimated net revenues represented by existing physical zero cost
inventories at June 30, 2019 is approximately $[***], which assumes the current gross-to-net discount of 45% from gross sales. However, it is anticipated that the gross-to-net discount will increase resulting in lower net revenues from zero cost inventories due to two factors:

1)
 the possible future entry of other biosimilar competitor products in the United States, on top of an existing
biosimilar competitor product, which launched in July 2018 (Fulphila® manufactured by Mylan N.V.), and the originator product
(Neulasta® manufactured by Amgen Inc.); and

2)
 the Company’s future strategic response to increasing competition and its behavior with respect to
discounts and rebates, which would cause a decrease in net revenues per unit sold in future periods.

 Accordingly, the
Company cannot estimate reliably its gross-to-net discount and future net revenues. Please note that US-only net revenues for
Neulasta® were $3.9 billion in 2018 (Source: Amgen Inc. – Form 10-K for fiscal year ended December 31, 2018 on page 47).

•

 when you expect to finish selling the zero cost inventories,

As of June 30, 2019, the Company estimated the future demand for
UDENYCA® based on two assumptions:

1)
 [***]; and

2)
 [***].

Based on these assumptions, the Company expected to finish selling zero cost inventories during [***].

•

 if the non-current inventory relates to inventory that will
not be sold due to the zero cost inventory runoff,

 As of June 30, 2019, the Company
anticipates that it will sell the entire non-current inventory starting after June 30, 2020 due to the product long shelf life.

•

 what the shelf life of your inventory is and your consideration of whether or not any additional
inventory will be determined to be obsolete in future periods, and

 The shelf life of bulk drug
substance, pegfilgrastim, is 12 months and the shelf life of the finished product, UDENYCA®, is 36 months, thus the combined shelf life of drug substance and drug product can be
accommodated to be up to 48 months. The Company does not anticipate that any additional inventory will be determined to be obsolete in future periods.

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been
requested by Coherus BioSciences, Inc. with respect to portions of this letter.

•

 what you estimate your gross margin percentage will be after the zero cost inventories are sold.

 The Company cannot reliably estimate the gross margin percentage after the zero cost inventories are
sold during 2021, because the Company cannot reliably estimate net revenue, since the Company may adjust its pricing strategy based on the competitive landscape and cannot reliably predict both market share and net price per unit sold.

As of June 30, 2019, the Company estimates that the gross margin would have been approximately [***]% for both the three-
and six-months ended June 30, 2019 based on its current bill of material, its current net revenue amounts, and including the [***]% royalty on net revenues that is due to Amgen Inc. beginning on
July 1, 2019. The Company anticipates that the net revenues per unit of UDENYCA® sold will decrease in future reporting periods as the market place for pegfilgrastim products is
competitive, and as result, the Company anticipates its gross margin percentage will decline.

 Please do not hesitate to contact the
undersigned at (650) 649-3546, if you have any questions or would like additional information regarding these matters.

Sincerely,

/s/ Jean-Fréderic Viret, Ph.D.

 Jean-Fréderic Viret, Ph.D.

Chief Financial Officer

Coherus BioSciences, Inc.

cc:

Dennis M. Lanfear, Chief Executive Officer, Coherus BioSciences, Inc.

Alan Mendelson, Esq., Latham & Watkins LLP

 [***] Certain information in this document has been
omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested by Coherus BioSciences, Inc. with respect to portions of this letter.

October 3, 2019
Jean-Frédéric Viret
Chief Financial Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, California 94065
Re:Coherus BioSciences, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 28, 2019
Form 10-Q for the Quarterly Period Ended June 30, 2019
Filed August 5, 2019
File No. 001-36721
Dear Mr. Viret:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-Q for the Quarterly Period Ended June 30, 2019
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial Operations Overview
Cost of Goods Sold, page 32
1.It appears your cost of product revenues was only 0.7% and 2.3% of net product revenues
for the quarter and six months ended June 30, 2019.  You disclose that a portion of the
costs of producing UDENYCA sold to date was expensed as research and development
prior to FDA approval and therefore is not reflected in the cost of good sold. You further
state on page 14 that cost of goods sold includes a write-off of prepaid manufacturing
costs of $1.3 million and $0.4 million due to excess and obsolete inventory.  Please tell us
the following:
•the amount of estimated revenues represented by inventory on hand at June 30, 2019
for which manufacturing costs were expensed in prior periods as research and

 FirstName LastNameJean-Frédéric Viret
 Comapany NameCoherus BioSciences, Inc.
 October 3, 2019 Page 2
 FirstName LastName
Jean-Frédéric Viret
Coherus BioSciences, Inc.
October 3, 2019
Page 2
development expenses (i.e."zero cost inventories"),
•when you expect to finish selling the zero cost inventories,
•if the non-current inventory relates to inventory that will not be sold due to the zero
cost inventory runoff,
•what the shelf life of your inventory is and your consideration of whether or not any
additional inventory will be determined to be obsolete in future periods, and
•what you estimate your gross margin percentage will be after the zero cost
inventories are sold.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Ibolya Ignat at (202) 551-3636 or Mary Mast at (202) 551- 3613 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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Company Acceleration Request

 Coherus BioSciences, Inc.

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

 May 4, 2018

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attention:
Chris Edwards

Re:
Coherus BioSciences, Inc.

Registration Statement on Form S-3 (Registration No. 333-222698)

Initially Filed January 25, 2018 and Amended May 4, 2018

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration by the Securities and Exchange Commission of the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) of Coherus BioSciences,
Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on May 7, 2018, or as soon as practicable thereafter.

Thank you for your assistance in this matter.

Very truly yours,

Coherus BioSciences, Inc.

By:

 /s/ Jean-Frédéric Viret

Jean-Frédéric Viret

Chief Financial Officer

CORRESP
1
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CORRESP

 Coherus BioSciences, Inc.

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

 March 27,
2018

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-4628

 Attn: Chris Edwards

Re:

 Coherus BioSciences, Inc.

Registration Statement on Form S-3 (Registration No. 333-222698)

 Ladies and Gentlemen:

On March 22, 2018, Coherus BioSciences, Inc. (the “Company”) submitted a letter requesting that the above-referenced
Registration Statement be declared effective on March 27, 2018, at 4:00 p.m., Washington, D.C. time. By this letter the Company hereby withdraws the acceleration request dated March 22, 2018.

Please direct any questions or comments regarding this correspondence to our counsel, Benjamin A. Potter of Latham & Watkins LLP, at
(650) 470-4809.

 Thank you for your assistance in this matter.

Very truly yours,

Coherus BioSciences, Inc.

By:

/s/ Jean-Frédéric Viret

Jean-Frédéric Viret

Chief Financial Officer

 cc:     Benjamin A. Potter, Latham & Watkins LLP

CORRESP
1
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CORRESP

 Coherus BioSciences, Inc.

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

 March 22,
2018

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attention:
Chris Edwards

Re:
Coherus BioSciences, Inc.

Registration Statement on Form S-3 (Registration No. 333-222698)

Ladies and Gentlemen:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission of the effective date of the above-referenced Registration Statement on
Form S-3 (the “Registration Statement”) of Coherus BioSciences, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on March 27,
2018, or as soon as practicable thereafter.

 Thank you for your assistance in this matter.

Very truly yours,

Coherus BioSciences, Inc.

By:

 /s/ Jean-Frédéric Viret

Jean-Frédéric Viret

Chief Financial Officer

CORRESP
1
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CORRESP

 Coherus BioSciences, Inc.

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

 February 16,
2018

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-4628

 Attn: Chris Edwards

Re:
Coherus BioSciences, Inc.

Registration Statement on Form S-3 (Registration No. 333-222698)

 Ladies and Gentlemen:

On February 14, 2018, Coherus BioSciences, Inc. (the “Company”) submitted a letter requesting that the above-referenced
Registration Statement be declared effective on February 19, 2018, at 4:00 p.m., Washington, D.C. time. By this letter the Company hereby withdraws the acceleration request dated February 14, 2018.

Please direct any questions or comments regarding this correspondence to our counsel, Benjamin A. Potter of Latham & Watkins LLP, at
(650) 470-4809.

 Thank you for your assistance in this matter.

 Very truly yours,

Coherus BioSciences, Inc.

By:

 /s/ Jean-Frédéric Viret

 Jean-Frédéric Viret

 Chief
Financial Officer

cc:
Benjamin A. Potter, Latham & Watkins LLP

CORRESP
1
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CORRESP

 Coherus BioSciences, Inc.

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

 February 14,
2018

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attention:
Chris Edwards

Re:
Coherus BioSciences, Inc.

Registration Statement on Form S-3 (Registration No. 333-222698)

Ladies and Gentlemen:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission of the effective date of the above-referenced Registration Statement on
Form S-3 (the “Registration Statement”) of Coherus BioSciences, Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on
February 19, 2018, or as soon as practicable thereafter.

 Thank you for your assistance in this matter.

Very truly yours,

Coherus BioSciences, Inc.

By:

 /s/ Jean-Frédéric Viret

Jean-Frédéric Viret

Chief Financial Officer

February 1, 2018
Dennis M. Lanfear
President and Chief Executive Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
Coherus BioSciences, Inc.
Registration Statement on Form S-3
Filed January 25, 2018
File No. 333-222698Re:
Dear Mr. Lanfear:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Benjamin A. Potter, Esq.

CORRESP
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Acceleration Letter

 Coherus BioSciences, Inc.

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

 October 11,
2017

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attention:    Jeffrey Gabor

Re:
Coherus BioSciences, Inc.

 Registration Statement on Form S-3 (Registration No. 333-220590)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration by the Securities and Exchange Commission of the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) of Coherus BioSciences,
Inc. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on October 16, 2017, or as soon as practicable thereafter.

Thank you for your assistance in this matter.

Very truly yours,

Coherus BioSciences, Inc.

By:

 /s/ Dennis M. Lanfear

Dennis M. Lanfear

President and Chief Executive Officer

September 28, 2017
Dennis  Lanfear
President and Chief Executive Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
Coherus BioSciences, Inc.
Registration Statement on Form S-3
Filed September 22, 2017
File No. 333-220590Re:
Dear Mr. Lanfear:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Benjamin Potter

CORRESP
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Company Acceleration Request

 Coherus BioSciences, Inc.

333 Twin Dolphin Drive, Suite 600

Redwood City, CA 94065

 January 19,
2016

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attention:

Michael Gershon

Suzanne Hayes

Re:

Coherus BioSciences, Inc.

Registration Statement on Form S-3 (Registration No. 333-208625)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration by the Securities and Exchange Commission (the “Commission”) of the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) of Coherus BioSciences, Inc. (the
“Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on January 21, 2016, or as soon as practicable thereafter.

The Company acknowledges the following:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Thank you for your assistance in this matter.

 Very truly yours,

Coherus BioSciences, Inc.

By:

/s/ Dennis M. Lanfear

 Dennis M. Lanfear

 President and Chief
Executive Officer

 [Signature Page to Coherus BioSciences, Inc. Acceleration Letter]

Mail Stop 4720
December 2 2, 2015

Dennis M. Lanfear
President and Chief Executive Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065

Re: Coherus BioSciences, Inc.
  Registration Statement on Form S-3
Filed  December 18, 2015
  File No.  333-208625

Dear Mr. Lanfear :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Dennis M. Lanfear
Coherus BioSciences, Inc.
December 2 2, 2015
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Michael Gershon at (202) 551 -6598  with any questions.

Sincerely,

 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Alan C. Mendelson, Esq.

CORRESP
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Prepared by R.R. Donnelley Financial -- Company Acceleration Request

 November 3, 2014

 VIA
EDGAR AND E-MAIL

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:
Jeffrey P. Riedler, Assistant Director

 Tabatha McCullom

James Rosenburg

 Daniel
Greenspan

 Scot Foley

Re:
Coherus BioSciences, Inc.

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

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-198936) (the “Registration Statement”) of Coherus BioSciences, Inc. (the “Company”). We respectfully
request that the Registration Statement become effective as of 4:30 p.m., Washington, D.C. time, on November 5, 2014, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event
with our counsel, Latham & Watkins LLP, by calling Benjamin Potter at (650) 470-4809.

 The Company acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

201 Redwood Shores Parkway, Suite 200, Redwood City, CA 94065 Main: 650.649.3530

Page 1

 Thank you for your assistance in this matter.

 Very truly yours,

COHERUS BIOSCIENCES, INC.

By:

 /s/ Dennis M. Lanfear

 Dennis M. Lanfear

 President and Chief
Executive Officer

cc:
Alan C. Mendelson, Esq., Latham & Watkins LLP

 Benjamin A. Potter, Esq., Latham &
Watkins LLP

 Alan F. Denenberg, Esq., Davis Polk & Wardwell LLP

Stephen Salmon, Esq., Davis Polk & Wardwell LLP

201 Redwood Shores Parkway, Suite 200, Redwood City, CA 94065 Main: 650.649.3530

Page 2

CORRESP
1
filename1.htm

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

140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

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October 7, 2014

Houston

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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

September 29, 2014

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

Re: Coherus BioSciences, Inc.
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted September 15, 2014
  CIK No. 0001512762

Dear Mr. Lanfear :

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

Please respond to this letter by providing the requested information and either submitting
another 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 a further amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
second a mended draft registration statement or filed registration statement,  we may have
additional comments.

Business
Collaboration and License Agreements, page 108

1. We note your response to prior comment 27.  In your description of the Genentech
agreement on page 110, please state the amount of the milestone payment or, in the
alternative, provide your analysis why this specific amount should not be considered
material disclosure.

Index to Financial Statements
Notes to Unaudited Condensed Consolidated Fina ncial Statements
12.Net Loss and Unaudited Pro Forma Net Loss Per Share, F -34

2. Please refer to your response to our comment 33.  As previously requested, please include
herein and in Note 10 on F -58 to your unaudited condensed consolidated financial

Dennis  M. Lanfear
Coherus BioSciences, Inc.
September 29, 2014
Page 2

 statem ents 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.
The current disclosure solely contains the pro forma calculation.

You may contact Taba tha McCullom  at (202) 551 -3658  or James Rosenberg  at (202)
551-3679  if you have questions regarding comments on the financial statements and related
matters.  Please contact Scot Foley  at (202) 551 -3383, Daniel Greenspan at (202) 551 -3623 or
me at (202) 55 1-3715  with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc:  Alan C. Mendelson , Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025

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