19 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 23, 2022 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated March 6, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
15 unchanged sentences
/s/ Ernst & Young LLP
−Removed: Redwood City, California
−Removed: February 23, 2022
+Added: San Mateo, California
+Added: March 6, 2023
Changes in Internal Control Over Financial Reporting .
31 unchanged sentences
Form of certificate representing the 1.5% Convertible Senior Subordinated Notes due 2026.
+Added: Notice of Successor Trustee to Indenture dated February 7, 2022
Distribution Agreement, effective December 26, 2012, by and between Orox Pharmaceuticals B.V.
10 unchanged sentences
Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2014 Equity Incentive Award Plan.
−Removed: F orm of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2014 Equity Incentive Award Plan.
+Added: Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2014 Equity Incentive Award Plan.
Coherus BioSciences, Inc.
2 unchanged sentences
and each of its directors, officers and certain employees.
−Removed: Master Services Agreement, effective January 23, 2012, by and between Medpace, Inc.
−Removed: and BioGenerics, Inc.
Incorporated by Reference
Exhibit Description
−Removed: Task Order Number 13, effective October 18, 2013, by and between Medpace, Inc.
−Removed: and Coherus BioSciences, Inc.
−Removed: Amendment Number 1 to Task Order Number 13, effective April 23, 2014, by and between Medpace, Inc.
−Removed: and Coherus BioSciences, Inc.
−Removed: Amendment Number 2 to Task Order Number 13, effective May 21, 2014, by and between Medpace, Inc.
−Removed: and Coherus BioSciences, Inc.
−Removed: Amendment Number 3 to Task Order Number 13, effective May 30, 2014, by and between Medpace, Inc.
−Removed: and Coherus BioSciences, Inc.
−Removed: Amendment Number 4 to Task Order Number 13, effective August 19, 2014, by and between Medpace, Inc.
−Removed: and Coherus BioSciences, Inc.
−Removed: Task Order Number 20, effective November 8, 2013, by and between Medpace, Inc.
−Removed: and Coherus BioSciences, Inc.
−Removed: Amendment Number 1 to Task Order Number 20, effective April 23, 2014, by and between Medpace, Inc.
−Removed: and Coherus BioSciences, Inc.
−Removed: Amendment Number 2 to Task Order Number 20, effective June 27, 2014, by and between Medpace, Inc.
−Removed: and Coherus BioSciences, Inc.
−Removed: Amendment Number 3 to Task Order Number 20, effective September 5, 2014, by and between Medpace, Inc.
−Removed: and Coherus BioSciences, Inc.
−Removed: Master Services Agreement, effective February 27, 2015, by and between a contract research organization and Coherus BioSciences, Inc.
−Removed: Work Order #1, effective March 31, 2015, by and between a contract research organization and Coherus BioSciences, Inc.
−Removed: Task Order Number 23, effective November 12, 2014, by and between Medpace, Inc.
−Removed: and Coherus BioSciences, Inc.
+Added: Master Services Agreement, effective January 23, 2012, by and between Medpace, Inc.
+Added: and BioGenerics, Inc.
New Office Lease, effective July 6, 2015, by and between Hudson 333 Twin Dolphin Plaza, LLC and Coherus BioSciences, Inc.
First Amendment, effective August 10, 2015, by and between Hudson 333 Twin Dolphin Plaza, LLC and Coherus BioSciences, Inc.
−Removed: Convertible Note Purchase Agreement, dated as of February 29, 2016, by and among Coherus Biosciences, Inc., as Issuer, HealthCare Royalty Partners III, L.P., MX II Associates LLC, KMG Capital Partners, LLC and KKR Biosimilar L.P., each as an Investor, and the Guarantors party thereto (including the form of Note attached thereto as Exhibit A).
−Removed: Incorporated by Reference
−Removed: Exhibit Description
−Removed: Amendment to Convertible Note Purchase Agreement, dated as of March 25, 2016, by and among Coherus Biosciences, Inc., the Guarantors party thereto and HealthCare Royalty Partners III, L.P.
Coherus BioSciences, Inc.
7 unchanged sentences
Second Amendment, dated September 21, 2016, by and between Hudson 333 Twin Dolphin Plaza, LLC and Coherus BioSciences, Inc.
−Removed: Stock Purchase Agreement, dated as of August 21, 2017, by and between Coherus BioSciences, Inc.
−Removed: and V-Sciences Investments Pte Ltd.
−Removed: Stock Purchase Agreement, dated as of November 30, 2017, by and between Coherus BioSciences, Inc.
−Removed: and KBI Biopharma, Inc.
Letter Agreement to Master Service Agreement, dated as of September 6, 2017, by and between Medpace, Inc.
7 unchanged sentences
and Bioeq IP AG
−Removed: License Agreement, dated January 13, 2020, by and between Coherus BioSciences, Inc.
−Removed: and Innovent Biologics (Suzhou) Co., Ltd.
−Removed: Incorporated by Reference
−Removed: Exhibit Description
−Removed: Second Amendment to Senior Convertible Note Purchase Agreement, dated April 13, 2020, by and among Coherus Biosciences, Inc., the Guarantors party thereto and HealthCare Royalty Partners III, L.P.
Form of Confirmation for Base Capped Call Transactions under the Indenture.
6 unchanged sentences
and Shanghai Junshi Biosciences, Co., Ltd.
+Added: Incorporated by Reference
+Added: Exhibit Description
+Added: Letter Agreement, dated February 9, 2022, between Coherus BioSciences, Inc.
+Added: and Shanghai Junshi Biosciences, Co., Ltd.
+Added: First Amendment to Loan Agreement dated as of April 7, 2022, among Coherus BioSciences, Inc., the Collateral Agent and the Lenders party thereto.
+Added: License Agreement, dated June 22, 2022, among Coherus BioSciences, Inc., Bioeq AG and Genentech Inc.
Consent of Independent Registered Public Accounting Firm.
9 unchanged sentences
Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Incorporated by Reference
−Removed: Exhibit Description
Cover page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
6 unchanged sentences
COHERUS BIOSCIENCES, INC.
−Removed: February 23, 2022
+Added: March 6, 2023
/s/ Dennis M.
3 unchanged sentences
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis M.
−Removed: Lanfear and McDavid Stilwell, his attorneys-in-fact, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S.
−Removed: Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may do or cause to be done by virtue thereof.
+Added: Lanfear and McDavid Stilwell, his or her attorneys-in-fact, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S.
+Added: Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
2 unchanged sentences
(Principal Executive Officer)
−Removed: February 23, 2022
+Added: March 6, 2023
/s/ McDavid Stilwell
1 unchanged sentence
Chief Financial Officer
−Removed: (Principal Financial and Accounting Officer)
−Removed: February 23, 2022
−Removed: /s/ Lee Nisley Newcomer
−Removed: Lee Nisley Newcomer
−Removed: February 23, 2022
−Removed: February 23, 2022
−Removed: February 23, 2022
+Added: (Principal Financial Officer)
+Added: March 6, 2023
+Added: /s/ Bryan McMichael
+Added: Bryan McMichael
+Added: Senior Vice President, Accounting and Corporate Controller
+Added: (Principal Accounting Officer)
+Added: March 6, 2023
+Added: March 6, 2023
+Added: /s/ Charles Newton
+Added: Charles Newton
+Added: March 6, 2023
+Added: /s/ Jill O’Donnell-Tormey
+Added: Jill O’Donnell-Tormey
+Added: March 6, 2023
+Added: March 6, 2023
+Added: March 6, 2023
/s/ Kimberly J.
−Removed: February 23, 2022
+Added: March 6, 2023
/s/ Mats Wahlström
Mats Wahlström
−Removed: February 23, 2022
+Added: March 6, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.