UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2015
COHERUS BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36721 | 27-3615821 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
201 Redwood Shores Parkway, Suite 200
Redwood City, CA 94065
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (650) 649-3530
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On April 13, 2015, Coherus and Baxter International Inc., Baxter Healthcare Corporation and Baxter Healthcare SA (collectively “Baxter”) executed an amendment (the “Amendment”) to their August 30, 2013 License Agreement (“Agreement”). Under the terms of the Amendment, a revised milestone structure totaling $130 million will replace certain existing milestones and Baxter funding obligations in the Agreement. If Coherus achieves all of the new milestones pursuant to the Amendment, the total payments to Coherus prior to a European market approval may exceed the aggregate of funding and milestone payments under the existing Agreement by approximately $12 million. The Amendment also provides that Baxter will purchase $10 million of Coherus common stock within six months of execution of the Amendment at a price per share equal to the closing trading price on The NASDAQ Global Market on the date of such purchase.
A copy of the press release announcing the Amendment is attached hereto as Exhibit 99.1.
The foregoing is only a summary of the material terms of the Amendment, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Amendment, which will be filed as an exhibit to the Quarterly Report on Form 10-Q of Coherus for the fiscal quarter ended March 31, 2015. Coherus intends to submit a FOIA Confidential Treatment Request to the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, requesting that it be permitted to redact certain portions of the Amendment. The omitted materials will be included in the request for confidential treatment.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated April 15, 2015 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 15, 2015 | COHERUS BIOSCIENCES, INC. | |||||
| By: | /s/ Jean-Frédéric Viret | |||||
| Name: | Jean-Frédéric Viret | |||||
| Title: | Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated April 15, 2015 | |
Exhibit 99.1
Coherus BioSciences and Baxter Announce Amendment to Etanercept Biosimilar Collaboration Agreement
REDWOOD CITY, Calif. and DEERFIELD, Ill., (April 15, 2015) – Coherus BioSciences, Inc. (Nasdaq: CHRS) and Baxter International Inc. (NYSE:BAX) today announced that they have amended certain financial terms of their collaboration agreement established in August 2013 regarding the development and commercialization of CHS-0214, an etanercept biosimilar product candidate, for Europe, Canada, Brazil, and certain other markets.
Under the terms of the amended agreement, certain existing milestones and funding obligations have been revised, and the collaboration has been expanded to include select pre-commercialization activities. In aggregate, the revised milestone payments may exceed the previous Baxter funding obligations by approximately $12 million. Additionally, Baxter has agreed to purchase Coherus common stock in a private placement transaction. All other contractual provisions remain materially unchanged.
“We are pleased that Baxter, a premier healthcare company, has reinforced its commitment to our collaboration,” said Denny Lanfear, President and Chief Executive Officer of Coherus. “This amendment further aligns our shared interest in bringing high quality biosimilar therapeutics to patients around the world.”
“With this amended agreement, we will continue to advance development of the etanercept biosimilar program and begin preparations for eventual commercialization in Europe,” said Dagmar Rosa-Björkeson, global head of biosimilars for Baxter BioScience.
About Coherus BioSciences, Inc.
Coherus is a leading pure-play, global biosimilar company with a focus on developing products for the major regulated markets. Composed of a team of industry veterans with decades of experience in bringing biologics to market, our goal is to become a worldwide leader in the biosimilar market by leveraging our biologics platform in key areas such as process science, analytical characterization, protein production, and clinical-regulatory development. Coherus possesses late stage clinical products and commercialization partnerships with multinational pharmaceutical companies in Europe and Asia.
Biosimilars are intended for use in place of existing, branded biologics to treat a range of chronic and often life-threatening diseases, with the potential to reduce costs and expand patient access. For additional information, please visit www.coherus.com.
About Baxter International Inc.
Baxter International Inc., through its subsidiaries, develops, manufactures and markets products that save and sustain the lives of people with hemophilia, immune disorders, cancer, infectious diseases, kidney disease, trauma, and other chronic and acute medical conditions. As a global, diversified healthcare company, Baxter applies a unique combination of expertise in medical devices, pharmaceuticals and biotechnology to create products that advance patient care worldwide. By mid-2015, Baxter expects to establish the BioScience businesses as a separate, publicly traded, innovation oriented biotechnology firm.
This release includes forward-looking statements concerning an amendment to an agreement between Baxter International Inc. and Coherus BioSciences, Inc., including expectations with regard to future milestone payments, the statements by Mr. Lanfear and Ms. Rosa-Björkeson regarding the implications and expected benefits of the amendment. The statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those in the forward-looking statements: satisfaction of regulatory and other requirements; actions of regulatory bodies and other governmental authorities; additional clinical results; changes in laws and regulations; issues with product quality, manufacturing or supply, or patient safety issues; and other risks identified in the companies’ periodic reports filed with the SEC including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. Baxter and Coherus undertake no obligation to update or revise any forward-looking statements.
CONTACTS:
Susanna Chau
Investor Relations
Coherus BioSciences, Inc.
schau@coherus.com
+1 (650) 649-3577
Mary Kay Ladone
Investor Relations
Baxter International
+1 (224) 948-3371
Kellie Hotz
Media Relations
Baxter International
media@baxter.com
+1 (224) 948-5353