November 3, 2014

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

 

Attention:

Jeffrey P. Riedler, Assistant Director

Tabatha McCullom

James Rosenburg

Daniel Greenspan

Scot Foley

 

Re:

Coherus BioSciences, Inc.

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

Ladies and Gentlemen:

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

The Company acknowledges the following:

 

•

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

 

•

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

 

•

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

 

 

 

201 Redwood Shores Parkway, Suite 200, Redwood City, CA 94065 Main: 650.649.3530		Page 1

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Thank you for your assistance in this matter.

 

 

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

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

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

Stephen Salmon, Esq., Davis Polk & Wardwell LLP

 

 

 

201 Redwood Shores Parkway, Suite 200, Redwood City, CA 94065 Main: 650.649.3530		Page 2

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

November 3, 2014

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Attn:

Jeffrey P. Riedler, Assistant Director

Tabatha McCullom

James Rosenburg

Daniel Greenspan

Scot Foley

 

Re:	Coherus BioSciences, Inc.

Registration Statement on Form S-1

Registration File No. 333-198936

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Coherus BioSciences, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:30 P.M., Washington, D.C. time, on November 5, 2014, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, requests by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated October 24, 2014:

 

(i)

Dates of distribution: October 24, 2014 through the date hereof

 

(ii)

Number of prospective underwriters to which the preliminary prospectus was furnished: 3

 

(iii)

Number of prospectuses furnished to investors: approximately 3,333

 

(iv)

Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 230

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

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[Signature Page to Underwriters’ Acceleration Request]