Exhibit 10.1


 


SECOND
AMENDMENT TO


SENIOR
CONVERTIBLE NOTE Purchase Agreement


 


April 13, 2020


 


This Amendment to Convertible Note Purchase
Agreement (this “Amendment”) is entered into as of the date first written above by and among Coherus BioSciences, Inc.,
a Delaware corporation (the “Company”) and the undersigned holders (each a “Holder” and collectively,
the “Holders”) that are parties to that certain Senior Convertible Note Purchase Agreement, dated as of February 29,
2016, by and among the Company and the holders named therein (as amended, the “Note Purchase Agreement”). Capitalized
terms used herein but not otherwise defined shall have the meanings ascribed to them in the Note Purchase Agreement.


 


RECITALS


 


WHEREAS, pursuant
to Section 13.01 of the Note Purchase Agreement, any term of the Note Purchase Agreement may be amended with the written consent
of the Company, the Guarantors and each Holder affected thereby.


 


WHEREAS, any
waiver or amendment effected in accordance with Section 13.01 of the Note Purchase Agreement shall be binding upon each party
to the Note Purchase Agreement and each Holder (including each future Holder, regardless of whether such future Holder is a party
hereto).


 


NOW THEREFORE BE
IT RESOLVED, that the Note Purchase Agreement is hereby amended pursuant to Section 13.01 of the Note Purchase Agreement
as follows:


 


ARTICLE I.


 


AMENDMENT


 


The definition of Restricted
Payment in Section 1.01 of the Note Purchase Agreement is hereby amended and restated in its entirety as follows:


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to
any Equity Interest in the Company or its Subsidiaries, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any such Equity Interest of the Company or its Subsidiaries; provided, however, that the following
will not constitute a Restricted Payment: (a) a dividend, distribution or payment consisting solely of, or made solely
with the net cash proceeds of a substantially concurrent sale of, Equity Interests of the Company (other than Disqualified
Capital Stock); (b) the repurchase of any Equity Interests deemed to occur upon the exercise of stock options or similar
instruments to the extent such Equity Interests represent a portion of the exercise price of such stock options or interests;
(c) the payment of cash in lieu of issuing or delivering any fractional share of Common Stock or other Equity Interest;
(d) any Dividend or distribution by a Subsidiary of the Company on its Equity Interests; (e) any payment (including
premium) to a counterparty under a Permitted Bond Hedge Transaction in accordance with the definition thereof; and
(f) any other dividend, distribution or payment that does not exceed fifteen million dollars ($15,000,000) in the
aggregate since the date of this Agreement.


 






    1


     


    

 


Section 1.01 of
the Note Purchase Agreement is hereby amended by adding the following defined term:


 


“Permitted Bond Hedge Transaction”
means any call or capped call option (or substantively equivalent derivative transaction) relating to the Common Stock (or other
securities or property following a merger event or other change of the Common Stock) purchased by the Issuer in connection with
the issuance of any Indebtedness by the Issuer that is convertible into or exchangeable for Common Stock; provided, that, the purchase
price for such Permitted Bond Hedge Transaction does not exceed the net cash proceeds received by the Issuer from the issuance
of such Indebtedness in connection with such Permitted Bond Hedge Transaction.


 


Article ii.

CONDITIONS TO EFFECTIVENESS


 


This Amendment shall
be effective as of the date hereof upon the Company having received the duly executed signatures page of this Amendment from
each of the parties hereto.


 


ARTICLE III.

Acknowledgement and Consent


 


Each of the parties hereto hereby acknowledges
that he has reviewed the terms and provisions of the Note Purchase Agreement and this Amendment and consents to the amendment of
the Note Purchase Agreement effected pursuant to this Amendment.


 


ARTICLE IV.

Miscellaneous


 


Section 4.1     Notes.
Each certificate representing any Note issued pursuant to the Note Purchase Agreement on or after the date of this Amendment will
contain terms that are consistent with this Amendment.


 


Section 4.2     Headings.
Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose or be given any substantive effect.


 


Section 4.3     Governing
Law. This Amendment shall be governed by and construed and interpreted under the laws of the State of New York.


 


Section 4.4     Execution
in Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument, and each of the parties hereto may execute this Agreement by signing any such counterpart. A facsimile
or electronic mail transmission of this Amendment bearing a signature on behalf of a party hereto shall be legal and binding on
such party.


 


[SIGNATURE PAGE FOLLOWS]


 









    2


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the day and year first above written.


 


	 	
        COHERUS BIOSCIENCES, INC.

        as the Company

	 	 
	 	By:	/s/ Dennis M. Lanfear
	 	Name:	Dennis M. Lanfear
	 	Title:	Chief Executive Officer


 


	 	
        Coherus Intermediate
        Corp.

        as a Guarantor

	 	 
	 	By:	/s/ Dennis M. Lanfear
	 	Name:	Dennis M. Lanfear
	 	Title:	Chief Executive Officer


 


	 	Intekrin Therapeutics Inc.
	 	as a Guarantor
	 	 
	 	By:	/s/ Dennis M. Lanfear
	 	Name:	Dennis M. Lanfear
	 	Title:	Chief Executive Officer


 


Signature
Page to the 



Second Amendment to Senior Convertible Note Purchase Agreement



 









     


     


    

 


	 	
        Healthcare Royalty
        Partners III, L.P.

        as a Holder

         

        By: Healthcare Royalty GP III, LLC, its general partner

	 	 
	 	By:	/s/ Clarke B. Futch
	 	Name:	 Clarke B. Futch
	 	Title:	Managing Partner


 


Signature
Page to the


Second
Amendment to Senior Convertible Note Purchase Agreement


 






     


     


    

 


	 	
        KKR Biosimilar L.P.

        as a Holder

         

        By: KKR Biosimilar GP LLC,

its General Partner

	 	 
	 	By:	/s/ Ali Satvat
	 	Name:	 Ali Satvat
	 	Title:	Partner


 


Signature
Page to the


Second
Amendment to Senior Convertible Note Purchase Agreement