EX-4.1



 Exhibit 4.1 

COHERUS BIOSCIENCES, INC. 

REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of September 10, 2015, by and between
Coherus BioSciences, Inc., a Delaware corporation (the “Company”), and Baxalta GmbH, a Swiss corporation (the “Purchaser”). 

WHEREAS, the Company and the Purchaser are parties to the Stock Purchase Agreement dated as of the date hereof (the “Purchase
Agreement”) pursuant to which the Company has issued and sold to the Purchaser shares of its Common Stock, par value $0.0001 per share (the “Common Stock”); and 

WHEREAS, the parties hereto desire to provide for, among other things, the grant of registration rights with respect to the Registrable
Securities (as defined below). 
 AGREEMENT 

In consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Company and the Purchaser hereby agree as follows: 
  

	 	1.	DEFINITIONS. FOR PURPOSES OF THIS AGREEMENT: 

 “Affiliate” means,
with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person. 

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405
promulgated under the Securities Act. 
 “Board of Directors” means the board of directors of the Company (or any duly
authorized committee thereof). 
 “Common Stock” has the meaning set forth in the Recitals. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 “Excluded Registration” means (i) a registration on Form S-8 (or similar successor form) relating to the sale of
securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration on Form S-4 (or similar successor form) relating to an SEC Rule 145 transaction; or (iii) a
registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 

“FINRA” means the Financial Industry Regulatory Authority. 







 “Form S-3” means such form under the Securities Act as in effect on the date
hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC. 

“Holdback Period” has the meaning set forth in Subsection 2.11. 

“Holdback Extension” has the meaning set forth in Subsection 2.11. 

“Holders” means the Purchaser and any person holding Registrable Securities to whom the rights under this Agreement have been
transferred in accordance with Section 3.1 hereof. 
 “Indemnified Party” has the meaning set forth in
Subsection 2.8(c). 
 “Indemnifying Party” has the meaning set forth in Subsection 2.8(c). 

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity. 

“Prospectus” means the prospectus related to any Registration Statement (whether preliminary or final or any prospectus
supplement), including post-effective amendments, and all materials incorporated by reference in such prospectus. 
 “Purchase
Agreement” has the meaning set forth in the Recitals. 
 “Registrable Securities” means (i) any shares of
Common Stock acquired pursuant to the Purchase Agreement and (ii) shares of Common Stock issued as a dividend or distribution with respect to, or in exchange for or in replacement of, the shares referenced in (i) above or in connection
with a combination of shares, recapitalization, merger, consolidation or other reorganization; provided, that Registrable Securities held by any Holder will cease to be Registrable Securities, (A) when they have been sold to or through a broker
or dealer or underwriter in a public distribution or in a public securities transaction (including pursuant to an effective Registration Statement or pursuant to Rule 144 of the Securities Act), (B) when they have been sold in a transaction in
which the transferor’s rights under this Agreement are not validly assigned in accordance with this Agreement, (C) when they have been repurchased by the Company or (D) with respect to each holder of Registrable Securities, when such
holder has satisfied all holding periods under Rule 144 under the Securities Act and all of the Registrable Securities held by such holder may be sold under Rule 144(b)(1)(i) without limitation under any of the other requirements of Rule 144. 

“Registration Statement” means any registration statement filed pursuant to the Securities Act. 

“SEC” means the Securities and Exchange Commission. 

“SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act. 

  
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 “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder. 
 “Selling Holder Counsel” has the meaning set forth in Subsection 2.6. 

“Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of
Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6. 

“Shelf Registration” means a registration of securities pursuant to a Registration Statement filed with the Commission in
accordance with and pursuant to Rule 415 promulgated under the Securities Act. 
 “Shelf Registration Statement” has the
meaning set forth in Subsection 2.1(a) hereof. 
 “Suspension Period” has the meaning set forth in Subsection
2.1(b). 
 “Underwriter” means the underwriter, placement agent or other similar intermediary participating in an
Underwriting. 
 “Underwriting” of securities means a public offering of securities registered under the Securities Act in
which an underwriter, placement agent or other similar intermediary participates in the distribution of such securities. 

“WKSI” means a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act. 

 

	 	2.	REGISTRATION RIGHTS. The Company covenants and agrees as follows: 

 2.1
Shelf Registration and Suspension Periods. 
 (a) Shelf Registration. 

(i) The Company shall prepare, and, no later than December 4, 2015, the Company shall file with the Securities and Exchange Commission,
a registration statement covering the resale and distribution of all of the Registrable Securities, on a delayed or continuous basis (the “Shelf Registration Statement”). If the Company is a WKSI at the time the Shelf Registration
Statement is filed, the Shelf Registration Statement shall be an Automatic Shelf Registration Statement. The Shelf Registration Statement shall be on Form S-3 (if the Company is eligible to use Form S-3) or another appropriate form permitting
registration of the Registrable Securities for resale by the Holders. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective as soon as practicable (and in any event within 60 days after its
filing), and, once, effective, the Company shall use its reasonable best efforts to maintain the effectiveness of such Shelf Registration Statement until the date on which there are no Registrable Securities outstanding. The “Plan of
Distribution” section of such Shelf Registration Statement, as it relates to the Holders, shall be in substantially the form attached hereto as Exhibit A. The Shelf Registration Statement may include a primary registration initiated
by the 

  
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Company and may be a secondary registration requested by other holders of the Company’s securities; provided, that the Company shall identify the Holders and include all Registrable
Securities held by such Holders in the Shelf Registration Statement (unless the Holders of the Registrable Securities otherwise instruct the Company in writing). The Company shall be required to comply with its obligations set forth herein relating
the Shelf Registration Statement, including the deadlines contemplated hereby, whether or not a registration is initiated by the Company or requested by other holders of the Company’s securities. 

(ii) From and after the date that the Shelf Registration Statement is initially effective, as promptly as is practicable after receipt of a
request from a Holder, and in any event within (x) ten (10) days after the date such request is received by the Company or (y) if a request is so received during a Suspension Period, five (5) days after the expiration of such
Suspension Period, the Company shall take all necessary action to cause the requesting Holder to be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver
such Prospectus in connection with sales of such Registrable Securities to the purchasers thereof in accordance with applicable law, which action may include: (A) if required by applicable law, filing with the Commission a post-effective
amendment to the Shelf Registration Statement; (B) preparing and, if required by applicable law, filing a supplement or supplements to the related Prospectus or a supplement or amendment to any document incorporated therein by reference;
(C) filing any other required document; or (D) with respect to a post-effective amendment to the Shelf Registration Statement that is not automatically effective, using its reasonable best efforts to cause such post-effective amendment to
be declared or to otherwise become effective under the Securities Act as promptly as is practicable; provided that: (A) if the Shelf Registration Statement is not an Automatic Shelf Registration Statement and the Company has already filed a
post-effective amendment to the Shelf Registration Statement during the calendar quarter in which such filing would otherwise be required to be made, the Company may delay such filing until the tenth (10th) day of the following calendar
quarter; and (B) if such request is delivered during a Suspension Period, the Company shall so inform the Holder delivering such request and shall take the actions set forth above upon expiration of the Suspension Period in accordance with
Subsection 2.1(b). Notwithstanding anything to the contrary, the Company shall not be obligated to initiate an underwritten takedown offering from the Shelf Registration Statement upon a request of a Holder. 

(b) Suspension Periods. Upon written notice to the Holders of Registrable Securities, (x) the Company shall be entitled to
suspend, for a period of time, the use of any Registration Statement or Prospectus if the Board of Directors determines in its good faith judgment, after consultation with counsel, that the Registration Statement or any Prospectus may contain an
untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement or Prospectus not misleading and (y) the Company shall not be required to amend or supplement the Registration Statement, any
related Prospectus or any document incorporated therein by reference if the Board of Directors determines in its good faith judgment, after consultation with counsel, that such amendment or supplement would reasonably be expected to have a material
adverse effect on any proposal or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction, in each case that is material to the Company (in case of each clause (x) and
(y), a “Suspension Period”); provided that (A) the duration of all Suspension Periods may not exceed one hundred and twenty (120) days in the aggregate in any 12-month period and (B) the Company shall use its


  
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commercially reasonable efforts to amend or supplement the Registration Statement and/or Prospectus to correct such untrue statement or omission as soon as reasonably practicable, but in no event
shall any single suspension period exceed forty five (45) days. 
 2.2 Piggyback Registration. 

(a) If, prior to the effectiveness of the Shelf Registration Statement contemplated by Subsection 2.1, the Company proposes to
register any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration) and the registration form to be used may be used for the registration of
Registrable Securities (a “Piggyback Registration”), the Company shall, at such time, promptly give each Holder written notice of such Piggyback Registration. If the Piggyback Registration is for an underwritten offering, upon the
request of each Holder given within ten (10) days after such notice is received from the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be included all of the Registrable Securities that each such
Holder has requested to be included in such registration. If the Piggyback Registration is for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, upon the request of each Holder given within ten
(10) days after such notice is received from the Company, the Company shall, if the Company has not filed the Shelf Registration Statement contemplated by Section 2.1, cause to be included all of the Registrable Securities that each
such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not
any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6. For the avoidance of
doubt, the managing underwriter or underwriters shall be selected by the Company. 
 (b) If the Company proposes to effect a takedown
offering under the Shelf Registration Statement or a Piggyback Registration (a “Takedown”), the Company shall give each Holder written notice of such Takedown not less than five (5) business days prior to the expected date of
commencement of marketing efforts for such Takedown. Upon the request of each Holder given within two (2) business days after such notice is received from the Company, the Company shall, subject to the provisions of Subsection 2.3, cause
to be included all of the Registrable Securities that each such Holder has requested to be included in such Takedown. The Company shall have the right to terminate or withdraw any Takedown initiated by it under this Subsection 2.2 before the
pricing date of such Takedown, whether or not any Holder has elected to include Registrable Securities in such Takedown. The expenses (other than Selling Expenses) of such withdrawn Takedown shall be borne by the Company in accordance with
Subsection 2.6. For the avoidance of doubt, the managing underwriter or underwriters shall be selected by the Company. 
 2.3
Underwriting Requirements. 
 (a) In connection with any offering involving an underwritten offering of shares of the Company’s
Common Stock pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the
Company and its 

  
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underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of
securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities that the underwriters in their reasonable discretion determine is compatible with the success of the offering,
then the Company shall include in the offering the securities requested to be included therein by the holders requesting such offering and the Registrable Securities requested to be included in such offering, which, in the opinion of the
underwriters, can be sold without jeopardizing the success of the offering, pro rata among the holders of such securities and the Holders of the Registrable Securities on the basis of the number of shares of Common Stock owned by each such holder.

 2.4 Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible: 
 (a) in the case of the Shelf Registration Statement, prepare and
file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the
Registrable Securities registered thereunder, keep such registration statement effective in accordance with Subsection 2.1(a) for so long as there are Registrable Securities outstanding; 

(b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with
such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; 

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities
Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; 

(d) provide counsel to the Holders a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus or
prospectus supplements; 
 (e) if requested by any participating Holder, promptly include in a Prospectus supplement or amendment such
information as the Holder may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable
after the Company has received such request; 
 (f) use its commercially reasonable efforts to register and qualify, or obtain an exemption
from registration or qualification for the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company
shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the
Securities Act; 

  
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 (g) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a
“comfort” letter or letters, dated as of such date or dates as the managing underwriters reasonably request, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered
by “comfort” letters as any managing underwriter reasonably requests; 
 (h) in the case of a underwritten offering, furnish, at
the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company
for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are
customarily included in such opinions and negative assurance letters; 
 (i) in the case of an underwritten offering, use its commercially
reasonable efforts to cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter and its counsel (including any “qualified independent underwriter,” if
applicable) that is (A) required or requested by FINRA in order to obtain written confirmation from FINRA that FINRA does not object to the fairness and reasonableness of the underwriting terms and arrangements (or any deemed underwriting terms
and arrangements) relating to the resale of Registrable Securities pursuant to the Shelf Registration Statement, including, without limitation, information provided to FINRA through its Public Offering system or (B) required to be retained in
accordance with the rules and regulations of FINRA; 
 (j) if requested by the managing underwriters, if any, or by any Holder of
Registrable Securities being sold in an underwritten offering, promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the managing underwriters, if any, or such Holders indicate
relates to them or that they reasonably request be included therein and make appropriate members of management available to meeting with potential investors in the offering; 

(k) cause the Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental
agencies or authorities, as may be reasonably necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities; 

(l) in the event of any underwritten offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the underwriter(s) of such offering; 
 (m) in the event of the issuance or threatened issuance of any stop order suspending the
effectiveness of a Registration Statement, or of any order suspending or preventing 

  
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the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially
reasonable efforts promptly to (i) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (ii) obtain, at the earliest practicable date, the withdrawal of any order
suspending or preventing the use of any related Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; 

(n) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on
each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; 
 (o) provide a
transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; 

(p) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to
such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause
the Company’s officers, directors, employees, and independent accountants to supply all oral or written information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to
verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; 

(q) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been
declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; 
 (r) notify each
selling Holder at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act: (i) as promptly as practicable upon discovery that, or upon the happening of any event as a
result of which, such Registration Statement, or the Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact
necessary to make the statements in the Registration Statement, the Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, or document, and, at the request of any such
Holder and subject to the Company’s ability to declare Suspension Periods pursuant to Subsection 2.1(b), the Company shall promptly prepare a supplement or amendment to such Prospectus, furnish a reasonable number of copies of such supplement
or amendment to each such seller of such Registrable Securities, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus as so amended or supplemented
shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading, (ii) as promptly as practicable after the Company becomes aware of any request by the SEC or any Federal
or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus 

  
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covering Registrable Securities or for additional information relating thereto, (iii) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the
SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities or (iv) as promptly as practicable after the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and 

(s) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or
supplement such registration statement or prospectus. 
 (t) if the Company files an Automatic Shelf Registration Statement covering any
Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain
effective; 
 (u) if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf
Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and 
 (v) if the
Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the
Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, on another appropriate form
permitting registration of the Registrable Securities for resale by the Holders, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. 

2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this
Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of
such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. 
 2.6 Expenses of
Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and
accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for each of the selling Holders (“Selling Holder Counsel”) up to a maximum of fifteen thousand dollars
($15,000) in the aggregate, shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration effected pursuant to Subsection 2.1 if the only securities
to be included in such registration are Registrable Securities and the registration is withdrawn before effectiveness at the request of the Holders of a majority of the Registrable Securities to be registered. Furthermore, in the event that a
withdrawal by the 

  
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Holders is based upon material adverse information relating to the Company that is different from the information known or available to the Holders on the date of this Agreement, the Holders
shall not bear the Registration Expenses for such registration. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of
Registrable Securities registered on their behalf. 
 2.7 Delay of Registration. No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2. 

2.8 Indemnification. If any Registrable Securities are included in a Registration Statement under this Section 2: 

(a) To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors, employees, agents, partners,
legal counsel, and accountants, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification, or compliance has been effected pursuant to this
Section 2, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages, or liabilities (or actions, proceedings, or
settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus (preliminary or final), offering circular, or other document
(including any related registration statement, free writing prospectus, notification, or the like), or any amendment or supplement thereto, incident to any such registration, qualification, or compliance, or arising out of or based on any omission
(or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or arising out of or based on any violation by
the Company of the Securities Act or any rule or regulation promulgated under the Securities Act or any other federal, state or common law rule or regulation applicable to the Company in connection with any such registration, qualification, or
compliance, and the Company will promptly reimburse each such Holder, each of its officers, directors, employees, agents, partners, legal counsel, and accountants, and each person controlling such Holder, each such underwriter and each person who
controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing, defending, or settling any such claim, loss, damage, liability, or action, as such expenses are incurred, provided
that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon
and in strict conformity with written information furnished to the Company by such Holder, controlling person, or underwriter and stated to be specifically for use therein. It is agreed that the indemnity agreement contained in this
Section 2.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld). 

(b) To the extent permitted by law, each Holder will, severally and not jointly, if Registrable Securities held by such Holder are included
in the securities as to which such registration, qualification, or compliance is being effected, indemnify the Company, each of its 

  
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directors, officers, partners, legal counsel, and accountants, and each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, each of their officers, directors, and partners, and each person controlling such Holder within the meaning of Section 15
of the Securities Act, against all claims, losses, damages, and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration
statement, free writing prospectus, prospectus (preliminary or final), offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein, in light of the circumstances in which
they were made, or necessary to make the statements therein not misleading, and will promptly reimburse the Company and such Holders, directors, officers, partners, legal counsel, and accountants, persons, underwriters, or control persons for any
legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in strict conformity with written information furnished to the
Company by such Holder and stated to be specifically for use therein, provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in
respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that that in no event shall any indemnity under this Section 2.8(b) exceed the net
proceeds received by such Holder in such offering. 
 (c) Each party entitled to indemnification under this Section 2.8 (the
“Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2.8 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action.
No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. 

(d) If the indemnification provided for in this Section 2.8 is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any claim, loss, damage, liability, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by


  
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such Indemnified Party as a result of such claim, loss, damage, liability, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand
and the Indemnified Party on the other in connection with the statements or omissions that resulted in such claim, loss, damage, liability, or expense, as well as any other relevant equitable considerations. The relative fault of the Indemnifying
Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact related to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 2.8 were based solely upon the number of entities from whom contribution was requested or by any other method of allocation which does not take account of the equitable considerations
referred to above. In no event shall any contribution by a Holder under this Section 2.8 exceed the net proceeds received by such Holder in such offering. 

(e) The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages, and liabilities referred to above in this
Section 2.8 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, subject to the provisions of
Section 2.8(c). No person guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 

(f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 

(g) The obligations of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable
Securities in a registration statement. 
 2.9 Reports Under Exchange Act. With a view to making available to the Holders the
benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration, the Company shall: 

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144; 

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act; and 
 (c) so long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon request a written statement by the
Company as to its compliance with the reporting requirements of Rule 144 and of any other reporting requirements of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most
recent annual or quarterly report of the Company, and such other reports and 

  
 12 








 
documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Holder may reasonably request in availing itself of any rule or regulation of the
Commission allowing a Holder to sell any such securities without registration. 
 2.10 Market Stand-off Agreement. Each Holder and
the Company hereby agree that it will not, without the prior written consent of the managing underwriter, in connection with an underwritten offering pursuant to Section 2.2 by the Company for its own behalf of shares of its Common Stock
or any other equity securities under the Securities Act on a registration statement on Form S-3, during the period commencing on the date of the final prospectus relating to and ending on the date specified by the Company and the managing
underwriter (such period not to exceed ninety (90) days (the “Holdback Period”)), effect any sale or distribution of Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities.
If (x) the Company issues an earnings release or other material news or a material event relating to the Company and its subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback
Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of an underwritten offering
required hereunder to comply with FINRA Rule 2711(f)(4) or any successor regulation, the Holdback Period shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be; provided,
however, that such extension of the Holdback Period shall not apply if at the expiration of the Holdback Period (i) the Common Stock meets the definition of “actively traded securities” (as defined in Regulation M under the Exchange
Act) and (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual (such period, if any, the “Holdback
Extension”). The Company may impose stop-transfer instructions with respect to its securities that are subject to the forgoing restriction until the end of such period, including any period of Holdback Extension. The foregoing provisions of
this Subsection 2.11 shall (i) not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, (ii) shall be applicable to the Holders only if all officers and directors are subject to substantially the
same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding capital stock and (iii) shall be
applicable to a Holder only if the Company has complied with its obligations under Section 2 and has included at least 75% of the Registrable Securities requested to be included by such Holder in such underwritten offering. The
underwriters in connection with such underwritten offering are intended third-party beneficiaries of this Subsection 2.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each
Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such underwritten offering that are consistent with this Subsection 2.10 or that are necessary to give further effect
thereto. 
 2.11 Termination of Registration Rights. The rights and obligations of any Holder under this Agreement shall terminate
when all shares of such Holder’s that were Registrable Securities cease to be Registrable Securities, provided that the indemnification provisions of Subsection 2.8 shall survive such termination. This Agreement shall terminate at such
time when there are no Registrable Securities outstanding, provided that the indemnification provisions of Subsection 2.8 shall survive such termination. 

  
 13 









	 	3.	MISCELLANEOUS.  

 3.1 Successors and Assigns. This Agreement
shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of the Holder. The rights of the Holder hereunder, including the right to have the Company register
Registrable Securities pursuant to this Agreement, may be assigned by the Holder (i) at any time, to an Affiliate of the Holder or (ii) subject to transfer restrictions set forth in the Purchase Agreement, to any third party in connection
with a transfer of Registrable Securities; but only if such transferee executes a Joinder in the form attached as Exhibit B hereto. Nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of applicable law and any applicable agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be
held subject to and benefit from all of the terms of this Agreement, and by taking and holding such Registrable Securities, such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such person shall be entitled to receive the benefits hereof. 
 3.2 Governing Law. This Agreement shall be governed by
the internal law of the State of New York. 
 3.3 Jurisdiction. Any action or proceeding against any party hereto relating in any way
to this Agreement or the transactions contemplated hereby may be brought and enforced in any United States federal court or New York State Court located in the Borough of Manhattan in The City of New York, and each party, on behalf of itself and its
respective successors and assigns, irrevocably consents to the jurisdiction of each such court in respect of any such action or proceeding. Each party, on behalf of itself and its respective successors and assigns, irrevocably consents to the
service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such person or entity at the address for such person or entity set forth in
Section 3.7 hereof or such other address such person or entity shall notify the other in writing. The foregoing shall not limit the right of any person or entity to serve process in any other manner permitted by law or to bring any
action or proceeding, or to obtain execution of any judgment, in any other jurisdiction. 
 Each party, on behalf of itself and its
respective successors and assigns, hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising under or relating to this Agreement or the transactions contemplated hereby in
any court located in the Borough of Manhattan in The City of New York. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any claim that a court located in the State of New York is not a convenient
forum for any such action or proceeding. 
 Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably
waives, to the fullest extent permitted by applicable United States federal and state law, all immunity from jurisdiction, service of process, attachment (both before and after judgment) and execution to which he might otherwise be entitled in any
action or proceeding relating in any way to this Agreement or the transactions contemplated hereby in the courts of the State of New York, of the United States or of any other country or jurisdiction, and hereby waives any right he might otherwise
have to raise or claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding. 

  
 14 








 3.4 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE
FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS
BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH
PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 
 3.5 Counterparts. This
Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail
(including pdf or any electronic signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3.6 Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in
construing or interpreting this Agreement. 
 3.7 Notices. All notices, requests, consents and other communications hereunder shall
be in writing, shall be sent by confirmed facsimile, electronic mail, first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of facsimile
or electronic mail, or when so received in the case of mail or courier, and addressed as follows: 
 if to the Company, to: 

Coherus Biosciences, Inc. 
 201
Redwood Shores Parkway, Suite 200 
 Redwood City, CA, USA 94065 

Attn: Dennis M. Lanfear 
 Fax:
(866) 491-7350 
 with a copy to (which shall not constitute notice): 

Latham & Watkins LLP 

140 Scott Drive 
 Menlo Park,
California 94025 

  
 15 








 
Telephone No.: (650) 328-4600 
 Facsimile No.: (650) 463-2600 

Attention: Alan C. Mendelson 

if to the Purchaser, to: 

Baxalta GmbH 
 Thurgauerstrasse
130 
 Glattpark (Opfikon), ZH 8152 

Attention: Legal Counsel 
 with
a copy to: 
 Baxalta Incorporated 

1200 Lakeside Drive 

Bannockburn, IL 60015 

Attention: General Counsel 
 or
such other address as may be designated in writing hereafter, in the same manner, by such Person; and 
 if to any other Person who is then
the registered Holder, to the address of such Holder as it appears in the stock transfer books of the Company, or to such other place as such Holder shall designate to the Company in writing. 

3.8 Amendments and Waivers. This Agreement may be amended with the consent of the Company and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained a written consent to such amendment, action or omission to act of the Holders of at least a majority of the Registrable Securities,
provided however, that any modification, alteration, waiver or change that has a disproportionate and adverse effect on any right of any Holder shall not be effective against such Holder without the prior written consent of such Holder. 

No waiver of any terms or conditions of this Agreement shall operate as a waiver of any other breach of such terms and conditions or any other
term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. No written waiver hereunder, unless it by its own terms explicitly provides to the contrary, shall be
construed to effect a continuing waiver of the provisions being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed
in all other instances or for all other purposes to require full compliance with such provision. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision and shall not affect the right
of such party thereafter to enforce each provision of this Agreement in accordance with its terms. 
 3.9 Severability. In case any
one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such 

  
 16 








 
invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that
it will be valid, legal, and enforceable to the maximum extent permitted by law. 
 3.10 Entire Agreement. This Agreement (including
any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing
between the parties is expressly canceled. 
 [Remainder of Page Intentionally Left Blank] 

  
 17 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the date first written above. 
  

			
	COMPANY:
	
	COHERUS BIOSCIENCES, INC.
		
	By:	 	 /s/ Dennis M. Lanfear

	Name:	 	Dennis M. Lanfear
	Title:	 	Chief Executive Officer


 [Signature Page to Registration Rights Agreement] 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the date first written above. 
  

			
	PURCHASER:
	
	BAXALTA GMBH
		
	By:	 	 /s/ Valerie Gateaux

	Name:	 	Valerie Gateaux
	Title:	 	Finance Director
		
	By:	 	 /s/ Yvo Aebli

	Name:	 	Yvo Aebli
	Title:	 	Finance Director


 [Signature Page to Registration Rights Agreement] 







 EXHIBIT A 

PLAN OF DISTRIBUTION  

We are registering the shares of common stock issued to the selling stockholders to permit the resale of these shares of common stock by the
holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident
to our obligation to register the shares of common stock. 
 The selling stockholders and any of their transferees, donees, pledgees or
other successors in interest may, from time to time, sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the
shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national
securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one
or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block
transactions. The selling stockholders may use any one or more of the following methods when selling shares: 
  

	 	•	 	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; 

  

	 	•	 	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; 


 

	 	•	 	purchases by a broker-dealer as principal and resale by the broker-dealer for its account; 

  

	 	•	 	an exchange distribution in accordance with the rules of the applicable exchange; 

  

	 	•	 	privately negotiated transactions; 

  

	 	•	 	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; 

  

	 	•	 	in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; 


 

	 	•	 	through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; 


 

	 	•	 	through one or more underwritten offerings on a firm commitment or best efforts basis; 

  

	 	•	 	a combination of any such methods of sale; and 

  

	 	•	 	any other method permitted pursuant to applicable law. 








 The selling stockholders also may resell all or a portion of the shares in open market
transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to
the requirements of those provisions. 
 Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to
participate in sales. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of
discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be
negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 2121 (and any successor); and in the case of a
principal transaction a markup or markdown in compliance with FINRA 2121. 
 In connection with sales of the shares of common stock or
otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The
selling stockholders may also sell shares of common stock short and if such short sale shall take place after the date that the registration statement of which this prospectus is a part is declared effective by the Commission, the selling
stockholders may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to
broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction). [Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on the registration statement of which this prospectus forms a part to cover
short sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the Commission.]1 

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by
them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this
prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of
this prospectus. 
  

	1 	To be removed if on Form S-3ASR. 








 The selling stockholders and any broker-dealer or agents participating in the distribution of the
shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any
such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling stockholders who are “underwriters” within the meaning of
Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of
the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. 
 Each selling
stockholder has informed us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon our being notified in writing by a
selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker-dealer, a
supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing: 
  

	 	•	 	the name of each such selling stockholder and of the participating broker-dealer(s), 

  

	 	•	 	the number of shares involved, 

  

	 	•	 	the price at which such the shares of common stock were sold, 

  

	 	•	 	the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, 

  

	 	•	 	that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and 


 

	 	•	 	other facts material to the transaction. 

 In no event shall any broker-dealer receive fees,
commissions and markups, which, in the aggregate, would exceed eight percent (8%). 
 Under the securities laws of some states, the shares
of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied with. 
 There can be no assurance that any selling stockholder
will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part. 







 Each selling stockholder and any other person participating in such distribution will be subject
to applicable provisions of the Exchange Act, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of
common stock by the selling stockholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to
the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. 

We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without
limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling
commissions, if any. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act, in accordance with a registration rights agreement, or the selling stockholders will be entitled to
contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use
in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. 
 To the extent
required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution. 







 EXHIBIT B 

FORM OF JOINDER 
 THIS JOINDER is made on this
[●] day of [●], 20[●]
 BETWEEN 
 (1) (the
“New Party”); 
 AND 
 (2) BAXALTA GMBH (the
“Current Party”); 
 AND 
 (3) COHERUS BIOSCIENCES,
INC., (the “Company”). 
 WHEREAS a Registration Rights Agreement was entered into on [●], 2015 by and among, inter alia, the Current Party
and the Company (the “Registration Rights Agreement”), a copy of which the New Party hereby confirms that it has been supplied with and acknowledges the terms therein. 

NOW IT IS AGREED as follows: 
 1. In this
Joinder, unless the context otherwise requires, words and expressions respectively defined or construed in the Registration Rights Agreement shall have the same meanings when used or referred to herein. 

2. The New Party hereby accedes to and ratifies the Registration Rights Agreement and covenants and agrees with the Current Party and the
Company to be bound by the terms of the Registration Rights Agreement as a “Purchaser” and to duly and punctually perform and discharge all liabilities and obligations whatsoever from time to time to be performed or discharged by it under
or by virtue of the Registration Rights Agreement in all respects as if named as a party therein. 
 3. The Company covenants and agrees
that the New Party shall be entitled to all the benefits of the terms and conditions of the Registration Rights Agreement to the intent and effect that the New Party shall be deemed, with effect from the date on which the New Party executes this
Joinder, to be a party to the Registration Rights Agreement as a “Purchaser.” 
 4. This Joinder shall hereafter be read and
construed in conjunction and as one document with the Registration Rights Agreement and references in the Registration Rights Agreement to “the Agreement” or “this Agreement,” and references in all other instruments and documents
executed thereunder or pursuant thereto to the Registration Rights Agreement, shall for all purposes refer to the Registration Rights Agreement incorporating and as supplemented by this Joinder. 







 5. THIS JOINDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 
 6. Any action or proceeding against any party hereto relating in
any way to this Joinder or the transactions contemplated hereby may be brought and enforced in any United States federal court or New York State Court located in the Borough of Manhattan in The City of New York, and each party, on behalf of itself
and its respective successors and assigns, irrevocably consents to the jurisdiction of each such court in respect of any such action or proceeding. Each party, on behalf of itself and its respective successors and assigns, irrevocably consents to
the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such person or entity at the address for such person or entity set forth in
Section 3.7 of the Registration Rights Agreement or such other address such person or entity shall notify the other in writing. The foregoing shall not limit the right of any person or entity to serve process in any other manner permitted by
law or to bring any action or proceeding, or to obtain execution of any judgment, in any other jurisdiction. 
 7. Each party, on behalf of
itself and its respective successors and assigns, hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising under or relating to this Joinder or the transactions contemplated
hereby in any court located in the Borough of Manhattan in The City of New York. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any claim that a court located in the State of New York is not a
convenient forum for any such action or proceeding. 
 8. Each party, on behalf of itself and its respective successors and assigns, hereby
irrevocably waives, to the fullest extent permitted by applicable United States federal and state law, all immunity from jurisdiction, service of process, attachment (both before and after judgment) and execution to which he might otherwise be
entitled in any action or proceeding relating in any way to this Joinder or the transactions contemplated hereby in the courts of the State of New York, of the United States or of any other country or jurisdiction, and hereby waives any right he
might otherwise have to raise or claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding. 
 9. The
address of the undersigned for purposes of all notices under the Registration Rights Agreement is set forth below. 
  

			
	[NEW PARTY]
		
	By:	 	  

	Name:	 	
	Title:	 	
	Address: