Exhibit 10.2


 





FIRST AMENDMENT TO CREDIT AGREEMENT


  


THIS FIRST AMENDMENT
TO CREDIT AGREEMENT (this “Amendment”), dated as of April 13, 2020 (the “Amendment Effective
Date”), is made among COHERUS BIOSCIENCES, INC., a Delaware corporation (the “Borrower”),
HCR COLLATERAL MANAGEMENT, LLC, as administrative agent (in such capacity, “Administrative Agent”) and the Lenders
signatory hereto representing the Required Lenders.


 


Borrower, the Lenders
and Administrative Agent are parties to a Credit Agreement dated as of January 7, 2019 (as amended, restated or modified
from time to time, the “Loan Agreement”). Borrower has requested that the Required Lenders agree to certain
amendments to the Loan Agreement. The Required Lenders have agreed to such request, subject to the terms and conditions hereof.


 


Accordingly, the parties
hereto agree as follows:


 


SECTION 1     Definitions;
Interpretation.


 


(a)            Terms
Defined in Loan Agreement. All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise
defined herein shall have the meanings assigned to them in the Loan Agreement.


 


(b)            Interpretation.
The rules of interpretation set forth in Section 1.02 of the Loan Agreement shall be applicable to this Amendment and
are incorporated herein by this reference.


 


SECTION 2     Amendment
to the Loan Agreement. Section 8.03(h)(vi) of the Loan Agreement is hereby amended and restated in its entirety as
follows:


 


“(vi) immediately
after giving effect to the incurrence of any Convertible Bond Indebtedness, the aggregate outstanding amount of all Convertible
Bond Indebtedness (excluding, for the avoidance of doubt, the Existing Convertible Notes) shall not exceed the greater of (x) $230,000,000
and (y) twenty percent (20%) of the Borrower’s Market Capitalization as of the date of pricing for such Convertible
Bond Indebtedness,”


 


SECTION 3     Miscellaneous.


 


(a)            References
Within Loan Agreement. Each reference in the Loan Agreement to “this Agreement” and the words “hereof,”
 “herein,” “hereunder,” or words of like import, shall mean and be a reference to the Loan Agreement as
amended by this Amendment.


 


(b)            Binding
Effect. This Amendment binds and is for the benefit of the successors and permitted assigns of each party.


 


(c)            Governing
Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


(d)            Severability
of Provisions. Each provision of this Amendment is severable from every other provision in determining the enforceability of
any provision.


 


(e)            Counterparts.
This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, is an original, and all taken together, constitute one Amendment. Delivery of an executed counterpart
of a signature page of this Amendment by facsimile, portable document format (.pdf) or other electronic transmission will
be as effective as delivery of a manually executed counterpart hereof.


 






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(f)            Loan
Documents. This Amendment and the documents related thereto shall constitute Loan Documents.


 


(g)            Electronic
Execution of Certain Other Documents. The words “execution,” “execute”, “signed,” “signature,”
and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated
hereby (including without limitation assignments, assumptions, amendments, waivers and consents) shall be deemed to include electronic
signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative
Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


  


[Balance of Page Intentionally Left
Blank; Signature Pages Follow]


 






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IN WITNESS WHEREOF,
the parties hereto have duly executed this Amendment, as of the date first above written.


  


	BORROWER:	COHERUS BIOSCIENCES, INC.,

a Delaware corporation
	 	 
	 	By:	/s/ Dennis Lanfear
	 	Name: Dennis Lanfear
	 	Title: President and Chief Executive Officer



 


[Signature
Page to First Amendment to Credit Agreement]


 






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	Acknowledged and agreed:
	 
	ADMINISTRATIVE AGENT:	HCR Collateral Management, LLC
	 
	 	By:	 /s/ Clarke B. Futch
	 	Name: Clarke B. Futch
 Title: Managing Partner




 


[Signature
Page to First Amendment to Credit Agreement]


 






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	 LENDERS:	HEALTHCARE ROYALTY PARTNERS III, L.P.,

a Delaware limited partnership
	 	 
	 	 By: HealthCare Royalty GP III, LLC, its general partner
	 	 
	 	By:	/s/ Clarke B. Futch
	 	Name: Clarke B. Futch
 Title: Managing Partner
	 	 
	 	 HCRP OVERFLOW FUND, L.P.,
	 	 a Delaware limited partnership
	 	 
	 	 By: HCRP Overflow GP, LLC, its general partner
	 	 
	 	By:	/s/ Clarke B. Futch
	 	Name: Clarke B. Futch
 Title: Managing Partner
	 	 
	 	 MOLAG HEALTHCARE ROYALTY, LLC,
	 	 a Delaware limited liability company
	 	 
	 	By:	/s/ Clarke B. Futch
	 	Name: Clarke B. Futch
 Title: Managing Partner




 


[Signature
Page to First Amendment to Credit Agreement]


 






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