Coherus BioSciences Acquires Pfizer's Hulio Rights

TL;DR

Coherus just bought Pfizer's Hulio rights for the US. Big move for their biosimilar game.

AI Summary

On June 26, 2024, Coherus BioSciences, Inc. announced the completion of its acquisition of certain assets from Pfizer Inc., specifically related to the U.S. commercialization rights for the biosimilar drug, Hulio (adalimumab-fkjp). This transaction, which was previously announced on April 17, 2024, is expected to enhance Coherus's oncology and immunology portfolio.

Why It Matters

This acquisition strengthens Coherus BioSciences' position in the biosimilar market, particularly in oncology and immunology, by adding a key product with established commercial rights.

Risk Assessment

Risk Level: medium — The acquisition involves integrating a new product and its commercial rights, which carries inherent integration and market adoption risks.

Key Players & Entities

• Coherus BioSciences, Inc. (company) — Registrant
• Pfizer Inc. (company) — Seller of assets
• Hulio (adalimumab-fkjp) (company) — Biosimilar drug
• June 26, 2024 (date) — Date of completion of acquisition
• April 17, 2024 (date) — Date of previous announcement

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share CHRS The Nasdaq
• $17.0 million — f certain liabilities by HKF, including $17.0 million of inventory purchase commitments, but
• $40.0 million — for upfront, all-cash consideration of $40.0 million paid on June 26, 2024. The Purchase Ag

Filing Documents

• chrs-20240626x8k.htm (8-K) — 48KB
• chrs-20240626xex2d1.htm (EX-2.1) — 435KB
• chrs-20240626xex99d1.htm (EX-99.1) — 11KB
• chrs-20240626xex99d2.htm (EX-99.2) — 550KB
• chrs-20240626xex99d1001.jpg (GRAPHIC) — 5KB
• 0001558370-24-009526.txt ( ) — 1310KB
• chrs-20240626.xsd (EX-101.SCH) — 4KB
• chrs-20240626_def.xml (EX-101.DEF) — 3KB
• chrs-20240626_lab.xml (EX-101.LAB) — 12KB
• chrs-20240626_pre.xml (EX-101.PRE) — 11KB
• chrs-20240626x8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Asset Purchase Agreement On June 26, 2024, Coherus BioSciences, Inc., a Delaware corporation (the "Company"), entered into an Asset Purchase Agreement (the "Purchase Agreement") by and between the Company and Hong Kong King-Friend Industrial Company Ltd., a Hong Kong corporation ("HKF"). HKF is the parent company of Meitheal Pharmaceuticals, Inc., a Delaware corporation. Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Company agreed to divest its YUSIMRY (adalimumab-aqvh) franchise (the "Business") through the sale of certain assets, including YUSIMRY, intellectual property exclusively related to YUSIMRY, certain contracts related to YUSIMRY, YUSIMRY inventory, and all activities related to research and development of YUSIMRY, to HKF and the assumption of certain liabilities by HKF, including $17.0 million of inventory purchase commitments, but not including certain identified excluded assets and excluded liabilities (collectively, the "YUSIMRY Disposition") for upfront, all-cash consideration of $40.0 million paid on June 26, 2024. The Purchase Agreement also provides for indemnification rights related to breaches of each party's representations, warranties, covenants and certain other matters such as losses incurred by HKF for excluded assets or excluded liabilities or losses incurred by the Company for assumed liabilities. The indemnification obligations of each party are subject to the limitations set forth in the Purchase Agreement. The Purchase Agreement contains customary representations, warranties and covenants related to the Company, the Business and the YUSIMRY Disposition that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement. The covenants include, among other things, (a) an agreement for the Company to provide access to records related to the Business after the closing of the YUSIMRY Dispositi

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets The information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.

01 Other Events

Item 8.01 Other Events On June 27, 2024, the Company issued a press release announcing the completion of the YUSIMRY Disposition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (b) Pro Forma Financial Information The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The unaudited pro forma condensed combined financial information and the related notes are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. They present the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statements of operations of the Company after giving pro forma effect to (i) the YUSIMRY Disposition; (ii) the divestiture of the Company's CIMERLI (ranibizumab-eqrn) ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology LLC, to Sandoz Inc. (the "CIMERLI Disposition"); and (iii) the acquisition of Surface Oncology, Inc. by the Company (the "Surface Merger" and together with the YUSIMRY Disposition and the CIMERLI Disposition, the "Combined Transactions"). The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2024 and for the year ended December 31, 2023 were prepared as though the Combined Transactions occurred on January 1, 2023. The unaudited pro forma condensed combined balance sheet as of March 31, 2024 was prepared as though the YUSIMRY Disposition occurred on March 31, 2024. (d) Exhibits Exhibit No. Description 2.1 Asset Purchase Agreement, by and between Coherus BioSciences, Inc. and Hong Kong King-Friend Industrial Company Ltd., dated as of June 26, 2024* 99.1 Press Release of Coherus BioSciences, Inc., dated June 27, 2024 99.2 Unaudited pro forma condensed combined financial information of Coherus BioSciences, Inc. as of and for the three months ended March 31, 2024 and the year ended December 31, 2023. 104 Cover page Interactive Data file (embedded within the Inline XBRL document) * Certain portions of this document that constitute confidential information have been redacte

SIGNATURES

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: June 27, 2024 COHERUS BIOSCIENCES, INC. By: /s/ Dennis M. Lanfear Name: Dennis M. Lanfear Title: Chief Executive Officer

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