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Discontinued Operations

9 Months Ended

Sep. 30, 2025

6. Discontinued Operations

On December 2, 2024, the Company and Intas entered into the UDENYCA Purchase Agreement. On April 11, 2025, the Company completed the divestiture of the UDENYCA Business to Intas for upfront, all-cash consideration of $483.4 million, inclusive of $118.4 million for UDENYCA product inventory. The Company recognized a net gain on the UDENYCA Sale of $338.7 million, which included the cash receipts less net assets transferred to Accord or otherwise derecognized and transaction expenses of $10.3 million. The Company is eligible to receive two additional Earnout Payments of $37.5 million each. The first such payment is payable by Intas to the Company if Net Sales of UDENYCA for four consecutive

fiscal quarters from July 1, 2025 through September 30, 2026 are equal to or greater than $300 million, and the second such payment is payable by Intas to the Company if Net Sales of UDENYCA for four consecutive fiscal quarters from July 1, 2025 through March 31, 2027 are equal to or greater than $350 million.

On June 26, 2024, the Company completed the sale of its YUSIMRY immunology franchise, which comprised certain assets, including certain YUSIMRY intellectual property, contracts, YUSIMRY inventory, and all activities related to research and development of YUSIMRY for upfront cash consideration of $40.0 million and the assumption of certain liabilities, including $17.0 million of inventory purchase commitments (the “YUSIMRY Sale”).

On March 1, 2024, the Company completed the sale of its CIMERLI ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology LLC, to Sandoz for upfront, all-cash consideration of $187.8 million, inclusive of $17.8 million for CIMERLI product inventory and prepaid manufacturing assets (the “CIMERLI Sale” and, together with the UDENYCA Sale and the YUSIMRY Sale, the “Sale Transactions”).

The UDENYCA Sale represented the last and most significant divestiture of the Company’s biosimilar businesses, which comprised the UDENYCA, YUSIMRY and CIMERLI franchises; therefore, the strategic shift criteria had been met and discontinued operations presentation has been included in the condensed consolidated financial statements for all periods presented.

The Company used a portion of the proceeds of the UDENYCA Sale to repay substantially all of the outstanding 2026 Convertible Notes and to buy out the right to receive royalties on net sales of UDENYCA in accordance with the Revenue Purchase and Sale Agreement, and thus the related interest expense and loss on debt extinguishment have been presented within discontinued operations. Interest expense related to the $175.0 million portion of the $250.0 million aggregate principal amount senior secured term loan facility, entered into on January 5, 2022 (as amended, the “2027 Term Loans”), was required to be repaid in April 2024 in connection with the CIMERLI Sale and has also been presented within discontinued operations.

The following table presents a reconciliation of discontinued operations for the periods presented:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2025		2024		2025		2024
Net revenue	$	10,663	$	64,722	$	65,891	$	194,160
Costs and expenses:
Cost of goods sold		287		18,012		26,184		77,718
Research and development		564		(376)		726		1,027
Selling, general and administrative		326		6,617		9,809		30,567
Total costs and expenses		1,177		24,253		36,719		109,312
Income from operations		9,486		40,469		29,172		84,848
Interest expense		—		(2,535)		(3,484)		(12,990)
Gain (loss) on Sale Transactions, net		(422)		(1,086)		338,680		176,646
Loss on debt extinguishment		—		—		(10,286)		—
Other income (expense), net		(78)		—		(11,638)		—
Net income from discontinued operations before income taxes		8,986		36,848		342,444		248,504
Income tax provision		—		—		—		—
Net income from discontinued operations, net of tax	$	8,986	$	36,848	$	342,444	$	248,504

Net revenue from discontinued operations by product was as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2025		2024		2025		2024
UDENYCA	$	10,663	$	66,089	$	65,315	$	159,673
CIMERLI		—		(1,215)		533		26,979
YUSIMRY		—		(152)		43		7,508
Total net revenue from discontinued operations	$	10,663	$	64,722	$	65,891	$	194,160

For the three months ended September 30, 2025, net revenue was primarily driven by a favorable settlement, resulting in a non-cash accrual release of $8.7 million.

Assets of discontinued operations were entirely derecognized as of September 30, 2025 and were as follows at December 31, 2024:


	December 31,
(in thousands)	2024
Assets of Discontinued Operations
Inventory	$	65,887
Prepaid manufacturing		4,983
Other prepaids and current assets		1,310
Total assets of discontinued operations, current		72,180
Property and equipment, net		261
Inventory, non-current		43,776
Other assets, non-current		206
Total assets of discontinued operations, non-current		44,243
Total assets of discontinued operations	$	116,423

The following table presents the balance sheet classifications of assets and liabilities that were related to discontinued operations but did not transfer to any of the buyers in the Sale Transactions, and thus were not classified as discontinued operations:


	September 30,			December 31,
(in thousands)	2025			2024
Assets
Trade receivables, net⁽¹⁾	$	(3,050)		$	102,365
Liabilities
Accrued rebates, fees and reserves	$	64,826	⁽²⁾	$	163,771
Liabilities to be paid in connection with UDENYCA Sale
Accrued and other current liabilities	$	—		$	14,816
Other liabilities, non-current	$	—		$	15,667
Convertible notes (Note 8)	$	—		$	228,229

(1)	Chargebacks and discounts for prompt payment are classified as a reduction in trade receivables.

(2)	This balance is expected to be settled in a front-weighted fashion over the remainder of 2025 and into 2026.

Cash flows from continuing operations and discontinued operations have been presented together in the condensed consolidated statement of cash flows. During the nine months ended September 30, 2025, operating cash flows of discontinued operations were primarily related to the adjustment for the net gain on UDENYCA Sale of $338.7 million, partially offset by a loss on debt extinguishment of $10.3 million. During the nine months ended September 30, 2024, operating cash flows of discontinued operations were primarily related to the adjustment for the net gain on Sale

Transactions of $176.6 million and an increase in UDENYCA inventory which resulted in a net cash outflow of $22.7 million.

In connection with the Sale Transactions, the Company entered into separate TSAs with each of the buyers pursuant to which the Company is providing certain business support services including billings, collections, and the remittance of rebates, to ensure business continuity for patients and customers for specified periods. Under each of the TSAs, the Company is entitled to be reimbursed for its costs. Such reimbursements were $0.5 million and $1.0 million for the three months ended September 30, 2025 and 2024, respectively, and $2.3 million and $2.1 million for the nine months ended September 30, 2025 and 2024, respectively, and were recorded as a reduction to operating expenses or in other income (expense), net in the condensed consolidated statements of operations based on the nature of the payment.