Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 26, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | SGMO | |
Entity Registrant Name | SANGAMO BIOSCIENCES INC | |
Entity Central Index Key | 1,001,233 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 70,046,841 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 34,287 | $ 6,030 |
Marketable securities | 185,042 | 172,932 |
Interest receivable | 399 | 423 |
Accounts receivable | 7,004 | 10,368 |
Prepaid expenses | 951 | 623 |
Restricted cash | 320 | |
Other current assets | 183 | |
Total current assets | 227,683 | 190,879 |
Marketable securities, non-current | 47,260 | |
Property and equipment, net | 3,063 | 1,479 |
Intangible assets, in-process research and development | 1,870 | |
Goodwill | 1,585 | 1,585 |
Other assets | 185 | 139 |
Total assets | 232,516 | 243,212 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 8,888 | 8,704 |
Accrued compensation and employee benefits | 2,779 | 2,853 |
Escrow liability | 275 | |
Deferred revenues | 10,461 | 9,050 |
Total current liabilities | 22,128 | 20,882 |
Deferred revenues, non-current | 6,830 | 13,149 |
Contingent consideration liability | 1,800 | |
Deferred tax liability | 748 | |
Total liabilities | $ 28,958 | $ 36,579 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.01 par value; 160,000,000 shares authorized, 70,042,758 and 69,062,394 shares issued and outstanding at September 30, 2015, and December 31, 2014, respectively | $ 700 | $ 690 |
Additional paid-in capital | 558,044 | 534,518 |
Accumulated deficit | (355,240) | (328,550) |
Accumulated other comprehensive income (loss) | 54 | (25) |
Total stockholders' equity | 203,558 | 206,633 |
Total liabilities and stockholders' equity | $ 232,516 | $ 243,212 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares issued | 70,042,758 | 69,062,394 |
Common stock, shares outstanding | 70,042,758 | 69,062,394 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Collaboration agreements | $ 8,406 | $ 12,045 | $ 28,878 | $ 29,334 |
Research grants | 163 | 372 | 1,540 | 1,584 |
Total revenues | 8,569 | 12,417 | 30,418 | 30,918 |
Operating expenses: | ||||
Research and development | 16,694 | 16,340 | 47,292 | 41,883 |
General and administrative | 4,560 | 3,731 | 14,309 | 11,347 |
Total operating expenses | 21,254 | 20,071 | 61,601 | 53,230 |
Loss from operations | (12,685) | (7,654) | (31,183) | (22,312) |
Interest and other income, net | 101 | 109 | 406 | 214 |
Loss before income taxes | (12,584) | (7,545) | (30,777) | (22,098) |
Benefit from income taxes | 3,339 | 4,087 | ||
Net loss | $ (9,245) | $ (7,545) | $ (26,690) | $ (22,098) |
Basic and diluted net loss per share | $ (0.13) | $ (0.11) | $ (0.38) | $ (0.33) |
Shares used in computing basic and diluted net loss per share | 69,892 | 68,230 | 69,622 | 66,488 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (9,245) | $ (7,545) | $ (26,690) | $ (22,098) |
Change in unrealized gain on available-for-sale securities | 57 | 20 | 79 | 41 |
Comprehensive loss | $ (9,188) | $ (7,525) | $ (26,611) | $ (22,057) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Activities: | ||
Net loss | $ (26,690) | $ (22,098) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 745 | 400 |
Amortization of premium on marketable securities | 681 | 843 |
Stock-based compensation | 8,664 | 6,165 |
Change in fair value of contingent consideration liability | (1,800) | 130 |
Intangible impairment | 1,870 | |
Benefit from income taxes | (4,087) | |
Net changes in operating assets and liabilities: | ||
Interest receivable | 24 | 25 |
Accounts receivable | 3,364 | (5,319) |
Prepaid expenses and other assets | 129 | (1,059) |
Accounts payable and accrued liabilities | (2,534) | 3,619 |
Accrued compensation and employee benefits | (74) | (530) |
Deferred revenues | (4,908) | 14,861 |
Net cash used in operating activities | (24,616) | (2,963) |
Investing Activities: | ||
Purchases of marketable securities | (168,627) | (176,385) |
Maturities of marketable securities | 203,175 | 76,605 |
Purchases of property and equipment | (2,327) | (559) |
Net cash provided by / (used in) investing activities | 32,221 | (100,339) |
Financing Activities: | ||
Proceeds from public offering of common stock, net of issuance costs | 93,796 | |
Taxes paid related to net share settlement of equity awards | (48) | |
Proceeds from issuance of common stock | 6,248 | 10,525 |
Claims settlement under Section 16(b) | 14,452 | |
Net cash provided by financing activities | 20,652 | 104,321 |
Net increase in cash and cash equivalents | 28,257 | 1,019 |
Cash and cash equivalents, beginning of period | 6,030 | 10,186 |
Cash and cash equivalents, end of period | $ 34,287 | $ 11,205 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 1—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Sangamo BioSciences, Inc. (“Sangamo” or the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The condensed consolidated balance sheet data at December 31, 2014 were derived from the audited consolidated financial statements included in Sangamo’s Form 10-K for the year ended December 31, 2014, as filed with the SEC. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and footnotes thereto for the year ended December 31, 2014, included in Sangamo’s Form 10-K, as filed with the SEC. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. On an ongoing basis, management evaluates its estimates, including critical accounting policies or estimates related to revenue recognition, clinical trial accruals, fair value measurements, business combinations including the fair value of the contingent consideration liability for payments to former Ceregene, Inc. (Ceregene) stockholders and intangible assets related to the acquisition of Ceregene, and stock-based compensation. Estimates are based on historical experience and on various other market specific and other relevant assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Revenue Recognition Revenues from research activities made under strategic partnering agreements and collaborations are recognized as the services are provided when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Revenue generated from research and licensing agreements typically includes upfront signing or license fees, cost reimbursements, research services, minimum sublicense fees, milestone payments and royalties on future licensee’s product sales. Multiple Element Arrangements prior to the adoption of ASU No. 2009-13, Revenue Recognition—Multiple Deliverable Revenue Arrangements (ASU 2009-13) . For revenue arrangements entered into before January 1, 2011, that include multiple deliverables, the elements of such agreements were divided into separate units of accounting if the deliverables met certain criteria, including whether the fair value of the delivered items could be determined and whether there was evidence of fair value of the undelivered items. In addition, the consideration was allocated among the separate units of accounting based on their fair values, and the applicable revenue recognition criteria are considered separately for each of the separate units of accounting. Prior to the adoption of ASU 2009-13, the Company recognized nonrefundable signing, license or non-exclusive option fees as revenue when rights to use the intellectual property related to the license were delivered and over the period of performance obligations if the Company had continuing performance obligations. The Company estimated the performance period at the inception of the arrangement and reevaluated it each reporting period. Changes to these estimates were recorded on a prospective basis. Multiple Element Arrangements after the adoption of ASU 2009-13. ASU 2009-13 amended the accounting standards for certain multiple element revenue arrangements to: · provide updated guidance on whether multiple elements exist, how the elements in an arrangement should be separated, and how the arrangement consideration should be allocated to the separate elements; · require an entity to allocate arrangement consideration to each element based on a selling price hierarchy where the selling price for an element is based on vendor-specific objective evidence (VSOE), if available; third-party evidence (TPE), if available and VSOE is not available; or the best estimate of selling price (ESP), if neither VSOE nor TPE is available; and · eliminate the use of the residual method and require an entity to allocate arrangement consideration using the relative selling price method. For revenue agreements with multiple element arrangements, such as license and development agreements, entered into on or after January 1, 2011, the Company allocates revenue to each non-contingent element based on the relative selling price of each element. When applying the relative selling price method, the Company determines the selling price for each deliverable using VSOE of selling price or TPE of selling price. If neither exists, the Company uses ESP for that deliverable. Revenue allocated is then recognized when the basic four revenue recognition criteria are met for each element. The collaboration and license agreements entered into with Shire International GmbH, formerly Shire AG (Shire), in January 2012 and Biogen Inc., formerly Biogen Idec Inc. (Biogen) in January 2014 were evaluated under these amended accounting standards. Additionally, the Company may be entitled to receive certain milestone payments which are contingent upon reaching specified objectives. These milestone payments are recognized as revenue in full upon achievement of the milestone if there is substantive uncertainty at the date the arrangement is entered into that the objectives will be achieved and if the achievement is based on the Company’s performance. Minimum annual sublicense fees are also recognized as revenue in the period in which such fees are due. Royalty revenues are generally recognized when earned and collectability of the related royalty payment is reasonably assured. The Company recognizes cost reimbursement revenue under collaborative agreements as the related research and development costs for services are rendered. Deferred revenue represents the portion of research or license payments received which have not been earned. Sangamo’s research grants are typically multi-year agreements and provide for the reimbursement of qualified expenses for research and development as defined under the terms of the grant agreement. Revenue under grant agreements is recognized when the related qualified research expenses are incurred to the extent such amounts have been agreed to with the respective collaboration partner. Recent Accounting Standards In May 2014 the Financial Accounting Standards Board issued ASU 2014-09, Revenue from Contracts with Customers |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | NOTE 2—FAIR VALUE MEASUREMENT The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents, available-for sale-securities and the contingent consideration liability. The fair value of these assets and contingent liability was determined based on a three-tier hierarchy under the authoritative guidance for fair value measurements and disclosures that prioritizes the inputs used in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The fair value measurements of the Company’s cash equivalents, available-for-sale marketable securities and contingent consideration liability are identified at the following levels within the fair value hierarchy (in thousands): September 30, 2015 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 12,747 $ 12,747 $ — $ — Total 12,747 12,747 — — Marketable securities: Commercial paper securities 15,399 — 15,399 — Corporate debt securities 29,217 — 29,217 — U.S. government sponsored entity debt securities 140,426 — 140,426 — Total 185,042 — 185,042 — Total cash equivalents and marketable securities $ 197,789 $ 12,747 $ 185,042 $ — December 31, 2014 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 3,182 $ 3,182 $ — $ — Total 3,182 3,182 — — Marketable securities: Commercial paper securities 33,748 — 33,748 — Corporate debt securities 22,813 — 22,813 — U.S. government sponsored entity debt securities 163,631 — 163,631 — Total 220,192 — 220,192 — Total cash equivalents and marketable securities $ 223,374 $ 3,182 $ 220,192 $ — Liabilities: Contingent consideration liability $ 1,800 $ — $ — $ 1,800 Total $ 1,800 $ — $ — $ 1,800 Investments The Company generally classifies its marketable securities as Level 2. Instruments can be classified as Level 2 when observable market prices for identical securities that are traded in less active markets are used. When observable market prices for identical securities are not available, such instruments are priced using benchmark curves, benchmarking of like securities, sector groupings, matrix pricing and valuation models. These valuation models are proprietary to the pricing providers or brokers and incorporate a number of inputs, including, listed in approximate order of priority: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. For certain security types, additional inputs may be used, or some of the standard inputs may not be applicable. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security evaluation on any given day. Contingent Consideration Liability In October 2013, the Company acquired Ceregene and recorded a liability for the estimated fair value of contingent consideration payments to former Ceregene stockholders, as outlined under the terms of the merger agreement with Ceregene. These contingent payments are owed if the Company grants a third-party license to develop and commercialize certain product candidates acquired from Ceregene, or if the Company commercializes any of such product candidates itself. The fair value of this liability is estimated using a probability-weighted discounted cash flow analysis. Such valuations require significant estimates and assumptions including but not limited to: determining the timing and estimated costs to complete the in-process projects, projecting regulatory approvals, estimating future cash flows and developing appropriate discount rates. The Company has classified this liability as Level 3. Subsequent changes in the fair value of this contingent consideration liability are recorded to the research and development (R&D) expense line item in the Condensed Consolidated Statements of Operations as operating expenses. During the nine months ended September 30, 2015, the recognized amount of the liability for contingent consideration decreased by $1.8 million due to the decrease in the probability of incurring potential future royalty payments associated with the impairment of the in-process research and development (IPR&D) assets acquired from Ceregene (see Note 6). Fair value as of December 31, 2014 $ 1,800 Change in fair value (1,800 ) Fair value as of September 30, 2015 $ — |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | NOTE 3—MARKETABLE SECURITIES Sangamo generally classifies its marketable securities as available-for-sale and records its investments at fair value. Available-for-sale securities are carried at estimated fair value, with the unrealized holding gains and losses included in accumulated other comprehensive income (loss). Investments that have maturities beyond one year as of the end of the reporting period are classified as non-current. The Company’s investments are subject to a periodic impairment review, and the Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. The table below summarizes the Company’s investments (in thousands): Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains (Losses) Fair Value September 30, 2015 Cash equivalents: Money market funds $ 12,747 $ — $ — $ 12,747 Total 12,747 — — 12,747 Available-for-sale securities: Commercial paper securities $ 15,371 $ 28 $ — $ 15,399 Corporate debt securities 29,215 2 — 29,217 U.S. government sponsored entity debt securities 140,402 24 — 140,426 Total 184,988 54 — 185,042 Total cash equivalents and available-for-sale securities $ 197,735 $ 54 $ — $ 197,789 December 31, 2014 Cash equivalents: Money market funds $ 3,182 $ — $ — $ 3,182 Total 3,182 — — 3,182 Available-for-sale securities: Commercial paper securities $ 33,715 $ 33 $ — $ 33,748 Corporate debt securities 22,831 — (18 ) 22,813 U.S. government sponsored entity debt securities 163,671 — (40 ) 163,631 Total 220,217 33 (58 ) 220,192 Total cash equivalents and available-for-sale securities $ 223,399 $ 33 $ (58 ) $ 223,374 The Company had no other-than-temporary impairments of its investments for the nine months ended September 30, 2015 or the twelve months ended December 31, 2014. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | NOTE 4—BASIC AND DILUTED NET LOSS PER SHARE Basic net loss per share has been computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock and potential dilutive securities outstanding during the period. Because Sangamo is in a net loss position, diluted net loss per share excludes the effects of common stock equivalents consisting of stock options and unvested restricted stock units, which are anti-dilutive. The total number of shares subject to stock options outstanding excluded from consideration in the calculation of diluted net loss per share for the three and nine months ended September 30, 2015 and 2014 were 7,868,033 and 8,263,998, respectively. |
Major Customers, Partnerships a
Major Customers, Partnerships and Strategic Alliances | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Major Customers, Partnerships and Strategic Alliances | NOTE 5—MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES Collaboration Agreements Collaboration and License Agreement with Biogen Inc. in Human Therapeutics In January 2014 the Company entered into a Global Research, Development and Commercialization Collaboration and License Agreement (the “Biogen Agreement”) with Biogen, pursuant to which Sangamo and Biogen collaborate to discover, develop, seek regulatory approval for and commercialize therapeutics based on Sangamo’s zinc finger DNA-binding protein (ZFP) technology for hemoglobinopathies, including beta-thalassemia and sickle cell disease (SCD). Under the Biogen Agreement, Sangamo and Biogen jointly conduct two research programs: the beta-thalassemia program and the SCD program. For the beta-thalassemia program, Sangamo is responsible for all discovery, research and development activities through the first human clinical trial for the first ZFP Therapeutic developed under the Biogen Agreement for the treatment of beta-thalassemia. For the SCD program, both parties are responsible for research and development activities through the submission of an Investigational New Drug (IND) application for ZFP Therapeutics intended to treat SCD. For both programs, Biogen is responsible for subsequent world-wide clinical development, manufacturing and commercialization of licensed products developed under the Biogen Agreement. At the end of specified research terms for each program or under certain specified circumstances, Biogen retains the right to step in and take over any remaining activities of Sangamo. Furthermore, Sangamo has an option to co-promote in the United States any licensed product to treat beta-thalassemia and SCD developed under the Biogen Agreement, and Biogen agrees to compensate Sangamo for such co-promotion activities. Sangamo received an upfront license fee of $20.0 million upon entering into the Biogen Agreement. In addition, the Company will also be eligible to receive $126.3 million in payments upon the achievement of specified research, regulatory, clinical development milestones, as well as $167.5 million in payments upon the achievement of specified commercialization and sales milestones. Biogen reimburses Sangamo for agreed upon costs incurred in connection with research and development activities conducted by Sangamo. In addition, Sangamo is eligible to receive contingent payments upon the achievement of specified regulatory, clinical development, commercialization and sales milestones. The total amount of potential regulatory, clinical development, commercialization and sales contingent payments, assuming the achievement of all specified milestone events in the Biogen Agreement, is $293.8 million, including Phase 1 contingent payments of $7.5 million for each of the beta-thalassemia and SCD programs. In addition, if products are commercialized under the Biogen Agreement, Biogen will pay Sangamo incremental royalties for each licensed product that are a tiered double-digit percentage of annual net sales of such product. To date, no milestone payments have been received and no products have been approved and therefore no royalty fees have been earned under the Biogen Agreement. All contingent payments under the Biogen Agreement, when earned, will be non-refundable and non-creditable. The Company has evaluated the contingent payments under the Biogen Agreement based on the authoritative guidance for research and development milestones and determined that certain of these payments meet the definition of a milestone and that all such milestones are evaluated to determine if they are considered substantive milestones. Milestones are considered substantive if they are related to events (i) that can be achieved based in whole or in part on either the Company’s performance or on the occurrence of a specific outcome resulting from the Company’s performance, (ii) for which there was substantive uncertainty at the date the agreement was entered into that the event would be achieved and (iii) that would result in additional payments being due to the Company. Accordingly, consideration received for the achievement of milestones that are determined to be substantive will be recognized as revenue in their entirety in the period when the milestones are achieved and collectability is reasonably assured. Revenue for the achievement of milestones that are not substantive will be recognized over the remaining period of the Biogen Agreement, assuming all other applicable revenue recognition criteria have been met. Subject to the terms of the Biogen Agreement, Sangamo grants Biogen an exclusive, royalty-bearing license, with the right to grant sublicenses, to use certain ZFP and other technology controlled by Sangamo for the purpose of researching, developing, manufacturing and commercializing licensed products developed under the Biogen Agreement. Sangamo also grants Biogen a non-exclusive, world-wide, royalty free, fully paid license, with the right to grant sublicenses, of Sangamo’s interest in certain other intellectual property developed pursuant to the Biogen Agreement. The Company has identified the deliverables within the arrangement as a license to the technology and on-going research services activities. The Company has concluded that the license is not a separate unit of accounting as it does not have stand-alone value to Biogen apart from the research services to be performed pursuant to the Biogen Agreement. As a result, the Company will recognize revenue from the upfront payment on a straight-line basis over a forty-month estimated initial research term during which the Company will perform research services. As of September 30, 2015, the Company has deferred revenue of $10.2 million related to the Biogen Agreement. Revenues recognized under the agreement with Biogen for the three and nine months ended September 30, 2015 and 2014 are as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Revenue related to Biogen Collaboration: Recognition of upfront fee $ 1,556 $ 1,557 $ 4,619 $ 3,756 Research services 2,594 3,508 5,827 5,270 Total $ 4,150 $ 5,065 $ 10,446 $ 9,026 Related costs and expenses incurred under the Biogen agreement related to the beta-thalassemia project, which was co-funded with California Institute for Regenerative Medicine (CIRM), were $2.3 million and $2.0 million during the three months ended September 30, 2015 and, 2014, respectively and $4.7 million and $4.5 million during the nine months ended September 30, 2015 and, 2014, respectively. Related costs and expenses for other projects including sickle cell disease under the Biogen agreement were $0.7 million and $0.5 million during the three months ended September 30, 2015 and, 2014, respectively and $2.7 million and $0.8 million during the nine months ended September 30, 2015 and 2014, respectively. Collaboration and License Agreement with Shire International GmbH in Human Therapeutics and Diagnostics In January 2012 the Company entered into a collaboration and license agreement (the “Shire Agreement”) with Shire, pursuant to which the Company and Shire collaborate to research, develop and commercialize human therapeutics and diagnostics for monogenic diseases based on Sangamo’s novel ZFP technology. This agreement was amended on September 1, 2015. Under the original Shire Agreement, the Company and Shire agreed to develop potential human therapeutic or diagnostic products for seven gene targets. The initial four gene targets selected were blood clotting Factors VII, VIII, IX and X, and products developed for such initial gene targets will be used for treating or diagnosing hemophilia A and B. In June 2012, Shire selected a fifth gene target for the development of a ZFP Therapeutic for Huntington’s disease. Shire had the right, subject to certain limitations, to designate two additional gene targets. Pursuant to the Shire Agreement, the Company granted Shire an exclusive, world-wide, royalty-bearing license, with the right to grant sublicenses, to use Sangamo’s ZFP technology for the purpose of developing and commercializing human therapeutic and diagnostic products for the gene targets. Under the terms of the Shire Agreement, the Company was responsible for all research activities through the submission of an IND or European Clinical Trial Application (CTA), while Shire was responsible for clinical development and commercialization of products generated from the research program from and after the acceptance of an IND or CTA for the product. Shire reimbursed Sangamo for agreed upon internal and external program-related research costs. The Company received an upfront license fee of $13.0 million upon entering into the Shire Agreement in 2012. In 2014 Sangamo recognized a $1.0 million milestone payment related to the hemophilia program. On September 1, 2015, the Shire Agreement was amended such that Shire agreed to return to Sangamo the exclusive, world-wide rights to gene targets for the development and commercialization of ZFP Therapeutics for hemophilia A and B. Shire retains the rights and will continue to develop a ZFP Therapeutic for Huntington’s disease and a ZFP Therapeutic for one additional gene target yet to be named. Sangamo will provide certain target feasibility services, and upon Shire’s request, certain research activities according to a research plan as agreed upon by both companies. Such research activities performed by Sangamo will be reimbursed by Shire. Shire’s rights with respect to other targets contemplated in the original agreement revert to Sangamo. Under the revised agreement, each company is responsible for expenses associated with its own programs and will reimburse the other for any ongoing services provided. Shire is responsible for reimbursement of $4.0 million related to obligations prior to the amendment date which will be recognized in revenue as expenses are incurred. During the 3 months ended September 30, 2015, $2.3 million was incurred and recognized related to prior obligations. Sangamo has granted Shire a right of first negotiation to license the hemophilia A and B programs. Under the amended agreement, Shire does not have any milestone payment obligations to us with respect to the retained programs, but it is required to pay single digit percentage royalties to us, up to a specified maximum cap, on the commercial sales of ZFP therapeutic products from such programs. Under the Agreement, Sangamo has full control over, and full responsibility for the costs of, the hemophilia programs returned to us, subject to certain diligence obligations and Shire’s right of first negotiation to obtain a license to such programs under certain circumstances. The Company is required to pay single digit percentage royalties to Shire, up to a specified maximum cap, on commercial sales of ZFP therapeutic products from such returned programs. The Company has identified the deliverables within the amended arrangement as a license to the technology and on-going research services activities. The Company has concluded that the license is not a separate unit of accounting as it does not have stand-alone value to Shire apart from the research services to be performed pursuant to the Shire amendment. Sangamo continues to be responsible for research activities related to our licensed technology with Shire under the amendment. As a result, the Company will continue to recognize revenue from the upfront payment received upon entering into the original Shire agreement in 2012 on a straight-line basis over the six-year initial research term during which the Company expects to perform research services. As of September 30, 2015, the Company has deferred revenue of $7.1 million related to the Shire Agreement. Revenues recognized under the agreement with Shire for the three and nine months ended September 30, 2015 and 2014, were as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Revenue related to Shire Collaboration: Recognition of upfront fee $ 542 $ 542 $ 1,625 $ 1,625 Recognition of milestone — 1,000 — 1,000 Research services 3,313 5,002 11,729 15,912 Total $ 3,855 $ 6,544 $ 13,354 $ 18,537 Related costs and expenses incurred under the Shire agreement were $3.2 million and $5.1 million during the three months ended September 30, 2015 and 2014, respectively and $11.9 million and $15.5 million during the nine months ended September 30, 2015 and 2014, respectively. Agreement with Sigma-Aldrich Corporation in Laboratory Research Reagents, Transgenic Animal and Commercial Protein Production Cell-line Engineering In July 2007 the Company entered into a license agreement (the “Sigma Agreement”) with Sigma-Aldrich Corporation (Sigma). Under the Sigma Agreement, Sangamo agreed to provide Sigma with access to Sangamo’s proprietary ZFP technology and the exclusive right to use the technology to develop and commercialize research reagent products and services in the research field, excluding certain agricultural research uses that Sangamo previously licensed to Dow AgroSciences LLC (DAS). Under the Sigma Agreement, Sangamo and Sigma agreed to conduct a three-year research program to develop laboratory research reagents using Sangamo’s ZFP technology during which time Sangamo agreed to assist Sigma in connection with its efforts to market and sell services employing the Company’s ZFP technology in the research field. Sangamo has transferred its ZFP manufacturing technology to Sigma. In October 2009 the Company expanded the Sigma Agreement. In addition to the original terms of the Sigma Agreement, Sigma received exclusive rights to develop and distribute ZFP-modified cell lines for commercial production of protein pharmaceuticals and certain ZFP-engineered transgenic animals for commercial applications. Under the terms of the Sigma Agreement as expanded in 2009, Sigma made an upfront cash payment of $20.0 million consisting of a $4.9 million purchase of 636,133 shares of Sangamo common stock and a $15.1 million upfront license fee. The upfront license fee was recognized on a straight-line basis from the effective date of the expanded license through July 2010, which represents the period over which Sangamo was obligated to perform research services for Sigma. Sangamo is also eligible to receive commercial license fees of $5.0 million based upon a percentage of net sales. As of September 30, 2015 Sangamo has received the entire $5.0 million of commercial license fees and is eligible to receive royalty payments of 5.25% of net sales and sublicensing revenue. In addition, upon the achievement of certain cumulative commercial milestones Sigma will make milestone payments to Sangamo up to an aggregate of $25.0 million. Revenues recognized under the agreement with Sigma for the three and nine months ended September 30, 2015 and 2014, were as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Revenue related to Sigma Collaboration: Royalty revenues $ 97 $ 67 $ 390 $ 270 License fee revenues 172 269 4,449 447 Total $ 269 $ 336 $ 4,839 $ 717 Related costs and expenses incurred under the Sigma agreement were both $0.0 million during the three months ended September 30, 2015 and 2014, respectively. Related costs and expenses incurred under the Sigma agreement were $0.3 million and $0.1 million during the nine months ended September 30, 2015 and 2014, respectively. Agreement with Dow AgroSciences in Plant Agriculture In October 2005 the Company entered into an exclusive commercial license agreement with DAS (the “DAS Agreement”). Under the DAS Agreement, Sangamo provides DAS with access to Sangamo’s proprietary ZFP technology and the exclusive right to use the technology to modify the genomes or alter the nucleic acid or protein expression of plant cells, plants, or plant cell cultures. Sangamo has retained rights to use plants or plant-derived products to deliver ZFP transcription factors (ZFP TFs) or ZFP nucleases (ZFNs) into humans or animals for diagnostic, therapeutic or prophylactic purposes. The DAS Agreement provided for an initial three-year research term. In June 2008, DAS exercised its option under the agreement to obtain a commercial license to sell products incorporating or derived from plant cells generated using the Company’s ZFP technology, including agricultural crops, industrial products and plant-derived biopharmaceuticals. The exercise of the option triggered a one-time commercial license fee of $6.0 million, payment of the remaining $2.3 million of the previously agreed $4.0 million in research milestones, development and commercialization milestone payments for each product, and royalties on sales of products. Furthermore, DAS has the right to sublicense Sangamo’s ZFP technology to third parties for use in plant cells, plants or plant cell cultures. Sangamo will be entitled to 25% of any cash consideration received by DAS under such sublicenses. In December 2010, the Company amended the DAS Agreement to extend the period of reagent manufacturing services and research services through December 31, 2012. The DAS Agreement also provides for minimum license fees each year due to Sangamo every October, provided the Agreement is not terminated by DAS. Annual fees range from $250,000 to $3.0 million and total $25.3 million over 11 years. The Company does not have any ongoing performance obligations under the agreement with DAS. DAS has the right to terminate the agreement at any time; accordingly, the Company’s actual license fees over the term of the DAS Agreement could be lower than $25.3 million. In addition, each party may terminate the DAS Agreement upon an uncured material breach by the other party. In the event of any termination of the DAS Agreement, all rights to use the Company’s ZFP technology will revert to Sangamo, and DAS will no longer be permitted access to Sangamo’s ZFP technology or to develop or, except in limited circumstances, commercialize any products derived from the Company’s ZFP technology. There were no revenues or related costs and expenses recognized under the DAS Agreement during the three and nine months ended September 30, 2015 and 2014, respectively. Funding from Research Foundations California Institute for Regenerative Medicine - HIV In May 2014 CIRM agreed to fund a $5.6 million Strategic Partnership Award to fund the clinical studies of this potentially curative ZFP Therapeutic for HIV/AIDS based on the application of its ZFN genome editing technology in hematopoietic stem and progenitor cells (HSPCs). The four year grant provides matching funds to support evaluation of the Company’s stem cell-based ZFP Therapeutic in a clinical trial in HIV-infected individuals conducted at City of Hope. There were no revenues attributable to research and development performed under the Strategic Partnership Award during the three and nine months ended September 30, 2015 and 2014, respectively. Related costs and expenses incurred under the CIRM Strategic Partnership Award were $0.6 million and $0.0 million during the three months ended September 30, 2015 and 2014, respectively and $1.3 million and $0.0 million during the nine months ended September 30, 2015 and 2014, respectively. California Institute for Regenerative Medicine - Beta-Thalassemia In May 2013 CIRM granted Sangamo a $6.4 million Strategic Partnership Award to develop a potentially curative ZFP Therapeutic for beta-thalassemia based on the application of its ZFN gene editing technology in HSCs. The four-year grant was intended to provide matching funds for preclinical work to support an IND application and a Phase 1 clinical trial in transfusion-dependent beta-thalassemia patients using the BCL11A knockout strategy. In May 2015 Sangamo announced a consolidated development path for its beta-thalassemia and SCD programs using the “BCL11A Enhancer” target. Due to the switch to the BCL11A Enhancer strategy, CIRM and Sangamo terminated the Strategic Partnership Award as of June 30, 2015. Sangamo returned $3.0 million in unused funds received from CIRM under the award during the three months ended September 30, 2015. Revenue attributable to research and development performed under the CIRM grant agreement for beta-thalassemia was $0.0 million and $0.4 million during the three months ended September 30, 2015 and 2014, respectively and $1.2 million and $1.1 million during the nine months ended September 30, 2015 and 2014, respectively. Related costs and expenses incurred under the CIRM grant agreement were $0.0 million and $0.4 million during the three months ended September 30, 2015 and 2014, respectively and $1.2 million and $1.1 million during the nine months ended September 30, 2015 and 2014, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 6—INTANGIBLE ASSETS Intangible assets for IPR&D consisted of two clinical product candidates from our 2013 acquisition of Ceregene. IPR&D is an intangible asset classified as indefinite-lived until the completion or abandonment of the associated research and development effort, and is amortized over an estimated useful life to be determined at the date the project is completed. The carrying values of these intangibles assets are as follows (in thousands): As of As of September 30, 2015 December 31, 2014 CERE-110 for the treatment of Alzheimer's disease $ — $ 1,640 CERE-120 for the treatment of Parkinson's disease — 230 Total identifiable intangible assets $ — $ 1,870 In the first quarter of 2015, the Company decided to discontinue the CERE-110 and CERE-120 clinical trial programs. As such, the probability of achieving projected revenues and cash flows associated with these programs were adversely affected. The Company does not believe the programs have an alternative future use for itself or other market participants. Accordingly, during the nine months ended September 30, 2015, the Company recognized a $1.9 million impairment charge related to these assets. The impairment is recorded in research and development expense in the accompanying condensed consolidated statements of operations. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7—INCOME TAXES The Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets include net operating loss carryforwards, research credits and capitalized research and development costs. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain based on Sangamo’s history of losses. Accordingly, the Company’s net deferred tax assets have been fully offset by a valuation allowance. Utilization of operating losses and credits may be subject to substantial annual limitation due to ownership change provisions of the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. During the nine months ended September 30, 2015, the Company received a $14.5 million disgorgement settlement that was recognized as additional paid-in capital. The disgorgement settlement was recognized net of taxes of $5.8 million, which under the intraperiod tax allocation rules resulted in an income tax benefit of $3.4 being recognized in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2015. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | NOTE 8—STOCK-BASED COMPENSATION The following table shows total stock-based compensation expense included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Research and development $ 1,595 $ 1,182 $ 5,020 $ 3,418 General and administrative 1,233 947 3,644 2,747 Total stock-based compensation expense $ 2,828 $ 2,129 $ 8,664 $ 6,165 |
Claims Settlement
Claims Settlement | 9 Months Ended |
Sep. 30, 2015 | |
Claims Settlement Disclosure [Abstract] | |
Claims Settlement | NOTE 9—CLAIMS SETTLEMENT In September 2015, the Company received $14.5 million as a settlement with certain investors who were beneficial owners of our common stock related to the disgorgement of short-swing profits pursuant to Section 16 of the Securities Exchange Act of 1934, as amended. The settlement of $8.7 million, net of a $5.8 million income tax benefit and certain expenses, was recognized as additional paid-in capital. |
Basis of Presentation and Sum16
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Sangamo BioSciences, Inc. (“Sangamo” or the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The condensed consolidated balance sheet data at December 31, 2014 were derived from the audited consolidated financial statements included in Sangamo’s Form 10-K for the year ended December 31, 2014, as filed with the SEC. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and footnotes thereto for the year ended December 31, 2014, included in Sangamo’s Form 10-K, as filed with the SEC. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. On an ongoing basis, management evaluates its estimates, including critical accounting policies or estimates related to revenue recognition, clinical trial accruals, fair value measurements, business combinations including the fair value of the contingent consideration liability for payments to former Ceregene, Inc. (Ceregene) stockholders and intangible assets related to the acquisition of Ceregene, and stock-based compensation. Estimates are based on historical experience and on various other market specific and other relevant assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition Revenues from research activities made under strategic partnering agreements and collaborations are recognized as the services are provided when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Revenue generated from research and licensing agreements typically includes upfront signing or license fees, cost reimbursements, research services, minimum sublicense fees, milestone payments and royalties on future licensee’s product sales. Multiple Element Arrangements prior to the adoption of ASU No. 2009-13, Revenue Recognition—Multiple Deliverable Revenue Arrangements (ASU 2009-13) . For revenue arrangements entered into before January 1, 2011, that include multiple deliverables, the elements of such agreements were divided into separate units of accounting if the deliverables met certain criteria, including whether the fair value of the delivered items could be determined and whether there was evidence of fair value of the undelivered items. In addition, the consideration was allocated among the separate units of accounting based on their fair values, and the applicable revenue recognition criteria are considered separately for each of the separate units of accounting. Prior to the adoption of ASU 2009-13, the Company recognized nonrefundable signing, license or non-exclusive option fees as revenue when rights to use the intellectual property related to the license were delivered and over the period of performance obligations if the Company had continuing performance obligations. The Company estimated the performance period at the inception of the arrangement and reevaluated it each reporting period. Changes to these estimates were recorded on a prospective basis. Multiple Element Arrangements after the adoption of ASU 2009-13. ASU 2009-13 amended the accounting standards for certain multiple element revenue arrangements to: · provide updated guidance on whether multiple elements exist, how the elements in an arrangement should be separated, and how the arrangement consideration should be allocated to the separate elements; · require an entity to allocate arrangement consideration to each element based on a selling price hierarchy where the selling price for an element is based on vendor-specific objective evidence (VSOE), if available; third-party evidence (TPE), if available and VSOE is not available; or the best estimate of selling price (ESP), if neither VSOE nor TPE is available; and · eliminate the use of the residual method and require an entity to allocate arrangement consideration using the relative selling price method. For revenue agreements with multiple element arrangements, such as license and development agreements, entered into on or after January 1, 2011, the Company allocates revenue to each non-contingent element based on the relative selling price of each element. When applying the relative selling price method, the Company determines the selling price for each deliverable using VSOE of selling price or TPE of selling price. If neither exists, the Company uses ESP for that deliverable. Revenue allocated is then recognized when the basic four revenue recognition criteria are met for each element. The collaboration and license agreements entered into with Shire International GmbH, formerly Shire AG (Shire), in January 2012 and Biogen Inc., formerly Biogen Idec Inc. (Biogen) in January 2014 were evaluated under these amended accounting standards. Additionally, the Company may be entitled to receive certain milestone payments which are contingent upon reaching specified objectives. These milestone payments are recognized as revenue in full upon achievement of the milestone if there is substantive uncertainty at the date the arrangement is entered into that the objectives will be achieved and if the achievement is based on the Company’s performance. Minimum annual sublicense fees are also recognized as revenue in the period in which such fees are due. Royalty revenues are generally recognized when earned and collectability of the related royalty payment is reasonably assured. The Company recognizes cost reimbursement revenue under collaborative agreements as the related research and development costs for services are rendered. Deferred revenue represents the portion of research or license payments received which have not been earned. Sangamo’s research grants are typically multi-year agreements and provide for the reimbursement of qualified expenses for research and development as defined under the terms of the grant agreement. Revenue under grant agreements is recognized when the related qualified research expenses are incurred to the extent such amounts have been agreed to with the respective collaboration partner. |
Recent Accounting Standards | Recent Accounting Standards In May 2014 the Financial Accounting Standards Board issued ASU 2014-09, Revenue from Contracts with Customers |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements of Cash Equivalents, Available-for-Sale Securities and Contingent Consideration Liability | The fair value measurements of the Company’s cash equivalents, available-for-sale marketable securities and contingent consideration liability are identified at the following levels within the fair value hierarchy (in thousands): September 30, 2015 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 12,747 $ 12,747 $ — $ — Total 12,747 12,747 — — Marketable securities: Commercial paper securities 15,399 — 15,399 — Corporate debt securities 29,217 — 29,217 — U.S. government sponsored entity debt securities 140,426 — 140,426 — Total 185,042 — 185,042 — Total cash equivalents and marketable securities $ 197,789 $ 12,747 $ 185,042 $ — December 31, 2014 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 3,182 $ 3,182 $ — $ — Total 3,182 3,182 — — Marketable securities: Commercial paper securities 33,748 — 33,748 — Corporate debt securities 22,813 — 22,813 — U.S. government sponsored entity debt securities 163,631 — 163,631 — Total 220,192 — 220,192 — Total cash equivalents and marketable securities $ 223,374 $ 3,182 $ 220,192 $ — Liabilities: Contingent consideration liability $ 1,800 $ — $ — $ 1,800 Total $ 1,800 $ — $ — $ 1,800 |
Schedule of Changes in Estimated Fair Value of Contingent Consideration Liability | Fair value as of December 31, 2014 $ 1,800 Change in fair value (1,800 ) Fair value as of September 30, 2015 $ — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Investments | The table below summarizes the Company’s investments (in thousands): Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains (Losses) Fair Value September 30, 2015 Cash equivalents: Money market funds $ 12,747 $ — $ — $ 12,747 Total 12,747 — — 12,747 Available-for-sale securities: Commercial paper securities $ 15,371 $ 28 $ — $ 15,399 Corporate debt securities 29,215 2 — 29,217 U.S. government sponsored entity debt securities 140,402 24 — 140,426 Total 184,988 54 — 185,042 Total cash equivalents and available-for-sale securities $ 197,735 $ 54 $ — $ 197,789 December 31, 2014 Cash equivalents: Money market funds $ 3,182 $ — $ — $ 3,182 Total 3,182 — — 3,182 Available-for-sale securities: Commercial paper securities $ 33,715 $ 33 $ — $ 33,748 Corporate debt securities 22,831 — (18 ) 22,813 U.S. government sponsored entity debt securities 163,671 — (40 ) 163,631 Total 220,217 33 (58 ) 220,192 Total cash equivalents and available-for-sale securities $ 223,399 $ 33 $ (58 ) $ 223,374 |
Major Customers, Partnerships19
Major Customers, Partnerships and Strategic Alliances (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Biogen Inc [Member] | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Revenues Recognized under Agreement | Revenues recognized under the agreement with Biogen for the three and nine months ended September 30, 2015 and 2014 are as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Revenue related to Biogen Collaboration: Recognition of upfront fee $ 1,556 $ 1,557 $ 4,619 $ 3,756 Research services 2,594 3,508 5,827 5,270 Total $ 4,150 $ 5,065 $ 10,446 $ 9,026 |
Shire AG [Member] | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Revenues Recognized under Agreement | Revenues recognized under the agreement with Shire for the three and nine months ended September 30, 2015 and 2014, were as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Revenue related to Shire Collaboration: Recognition of upfront fee $ 542 $ 542 $ 1,625 $ 1,625 Recognition of milestone — 1,000 — 1,000 Research services 3,313 5,002 11,729 15,912 Total $ 3,855 $ 6,544 $ 13,354 $ 18,537 |
Sigma-Aldrich Corporation [Member] | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Revenues Recognized under Agreement | Revenues recognized under the agreement with Sigma for the three and nine months ended September 30, 2015 and 2014, were as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Revenue related to Sigma Collaboration: Royalty revenues $ 97 $ 67 $ 390 $ 270 License fee revenues 172 269 4,449 447 Total $ 269 $ 336 $ 4,839 $ 717 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Carrying Values of Intangibles Assets | The carrying values of these intangibles assets are as follows (in thousands): As of As of September 30, 2015 December 31, 2014 CERE-110 for the treatment of Alzheimer's disease $ — $ 1,640 CERE-120 for the treatment of Parkinson's disease — 230 Total identifiable intangible assets $ — $ 1,870 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation Expense | The following table shows total stock-based compensation expense included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Research and development $ 1,595 $ 1,182 $ 5,020 $ 3,418 General and administrative 1,233 947 3,644 2,747 Total stock-based compensation expense $ 2,828 $ 2,129 $ 8,664 $ 6,165 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Fair Value Measurements of Cash Equivalents, Available-for-Sale Securities and Contingent Consideration Liability (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 12,747 | $ 3,182 |
Total marketable securities | 185,042 | 220,192 |
Total cash equivalents and marketable securities | 197,789 | 223,374 |
Total contingent consideration liabilities | 1,800 | |
Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 12,747 | 3,182 |
Commercial paper securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 15,399 | 33,748 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 12,747 | 3,182 |
Total cash equivalents and marketable securities | 12,747 | 3,182 |
Level 1 [Member] | Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 12,747 | 3,182 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 185,042 | 220,192 |
Total cash equivalents and marketable securities | 185,042 | 220,192 |
Level 2 [Member] | Commercial paper securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 15,399 | 33,748 |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total contingent consideration liabilities | 1,800 | |
Corporate debt securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 29,217 | 22,813 |
Corporate debt securities [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 29,217 | 22,813 |
U.S. government sponsored entity debt securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 140,426 | 163,631 |
U.S. government sponsored entity debt securities [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | $ 140,426 | 163,631 |
Contingent consideration liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total contingent consideration liabilities | 1,800 | |
Contingent consideration liability [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total contingent consideration liabilities | $ 1,800 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value Disclosures [Abstract] | ||
Change in fair value of contingent liability | $ 1,800 | $ (130) |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Changes in Estimated Fair Value of Contingent Consideration Liability (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value as of December 31, 2014 | $ 1,800 |
Change in fair value | (1,800) |
Fair value as of September 30, 2015 | $ 0 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Schedule Of Available For Sale Securities [Line Items] | ||||
Cash and cash equivalents | $ 34,287 | $ 6,030 | $ 11,205 | $ 10,186 |
Total cash equivalents | 12,747 | 3,182 | ||
Amortized Cost | 197,735 | 223,399 | ||
Gross Unrealized Gains | 54 | 33 | ||
Gross Unrealized (Losses) | (58) | |||
Estimated Fair Value | 197,789 | 223,374 | ||
Available-for-sale securities [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 184,988 | 220,217 | ||
Gross Unrealized Gains | 54 | 33 | ||
Gross Unrealized (Losses) | (58) | |||
Estimated Fair Value | 185,042 | 220,192 | ||
Money market funds [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Cash and cash equivalents | 12,747 | 3,182 | ||
Total cash equivalents | 12,747 | 3,182 | ||
Cash equivalents [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Cash and cash equivalents | 12,747 | 3,182 | ||
Total cash equivalents | 12,747 | 3,182 | ||
Commercial paper securities [Member] | Available-for-sale securities [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 15,371 | 33,715 | ||
Gross Unrealized Gains | 28 | 33 | ||
Estimated Fair Value | 15,399 | 33,748 | ||
Corporate debt securities [Member] | Available-for-sale securities [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 29,215 | 22,831 | ||
Gross Unrealized Gains | 2 | |||
Gross Unrealized (Losses) | (18) | |||
Estimated Fair Value | 29,217 | 22,813 | ||
U.S. government sponsored entity debt securities [Member] | Available-for-sale securities [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 140,402 | 163,671 | ||
Gross Unrealized Gains | 24 | |||
Gross Unrealized (Losses) | (40) | |||
Estimated Fair Value | $ 140,426 | $ 163,631 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Investments Debt And Equity Securities [Abstract] | ||
Other-than-temporary impairments of investments | $ 0 | $ 0 |
Basic and Diluted Net Loss Pe27
Basic and Diluted Net Loss Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock options [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Stock options outstanding excluded in calculation of diluted net loss per share | 7,868,033 | 8,263,998 | 7,868,033 | 8,263,998 |
Major Customers, Partnerships28
Major Customers, Partnerships and Strategic Alliances - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 31, 2014USD ($)Program | Jun. 30, 2012Targets | Jan. 31, 2012USD ($)Targets | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)ProductTargets | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Sep. 01, 2015USD ($) | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Number of research programs | Program | 2 | ||||||||
Research and development | $ 16,694 | $ 16,340 | $ 47,292 | $ 41,883 | |||||
Biogen Inc [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Revenues under agreement | $ 20,000 | ||||||||
Potential amount eligible to receive for certain milestones | 126,300 | ||||||||
Potential amount to be funded for achievement of specified commercialized and sales milestones | 167,500 | ||||||||
Milestone revenue receivable | 293,800 | ||||||||
Milestone payments received | $ 0 | ||||||||
Number of products approved | Product | 0 | ||||||||
Royalty revenues | $ 0 | ||||||||
Research program to develop laboratory research reagents | 40 months | ||||||||
Deferred revenue | 10,200 | $ 10,200 | |||||||
Biogen Inc [Member] | Sickle cell disease [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Milestone revenue receivable | 7,500 | ||||||||
Biogen Inc [Member] | Beta-thalassemia Project [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Milestone revenue receivable | $ 7,500 | ||||||||
Research and development | 2,300 | 2,000 | 4,700 | 4,500 | |||||
Biogen Inc [Member] | Other Projects [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Research and development | 700 | 500 | $ 2,700 | 800 | |||||
Shire AG [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Revenues under agreement | $ 13,000 | ||||||||
Research program to develop laboratory research reagents | 6 years | ||||||||
Deferred revenue | 7,100 | $ 7,100 | |||||||
Research and development | 3,200 | 5,100 | $ 11,900 | 15,500 | |||||
Aggregate number of gene targets | Targets | 7 | ||||||||
Number of initial gene targets | Targets | 4 | ||||||||
Number of gene targets | Targets | 5 | ||||||||
Number of additional gene targets | Targets | 2 | 1 | |||||||
Recognition of milestone | $ 1,000 | $ 1,000 | $ 1,000 | ||||||
Amount of obligation related to reimbursement | $ 4,000 | ||||||||
Revenue recognized related to prior obligations | $ 2,300 |
Major Customers, Partnerships29
Major Customers, Partnerships and Strategic Alliances - Revenues Recognized under Agreement (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Biogen Inc [Member] | |||||
Revenues: | |||||
Recognition of upfront fee | $ 1,556 | $ 1,557 | $ 4,619 | $ 3,756 | |
Royalty revenues | 0 | ||||
Research services | 2,594 | 3,508 | 5,827 | 5,270 | |
Total | 4,150 | 5,065 | 10,446 | 9,026 | |
Shire AG [Member] | |||||
Revenues: | |||||
Recognition of upfront fee | 542 | 542 | 1,625 | 1,625 | |
Recognition of milestone | 1,000 | 1,000 | $ 1,000 | ||
Research services | 3,313 | 5,002 | 11,729 | 15,912 | |
Total | 3,855 | 6,544 | 13,354 | 18,537 | |
Sigma-Aldrich Corporation [Member] | |||||
Revenues: | |||||
Recognition of upfront fee | 5,000 | ||||
Royalty revenues | 97 | 67 | 390 | 270 | |
License fee revenues | 172 | 269 | 4,449 | 447 | |
Total | $ 269 | $ 336 | $ 4,839 | $ 717 |
Major Customers, Partnerships30
Major Customers, Partnerships and Strategic Alliances - Agreement with Sigma-Aldrich Corporation - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2009 | Jul. 31, 2007 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Research and development | $ 16,694 | $ 16,340 | $ 47,292 | $ 41,883 | ||
Sigma-Aldrich Corporation [Member] | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Research program to develop laboratory research reagents | 3 years | |||||
Upfront license fee | $ 20,000 | |||||
Public offering, common stock shares issued | 636,133 | |||||
Amount received on commercial license fees | $ 5,000 | |||||
Reduced royalty rate | 5.25% | |||||
Funding available under the amended agreement | 25,000 | $ 25,000 | ||||
Sigma-Aldrich Corporation [Member] | Upfront license fee [Member] | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Upfront license fee | $ 15,100 | |||||
Common stock issued under license agreement | 4,900 | |||||
Sigma-Aldrich Corporation [Member] | License agreement terms [Member] | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Royalty revenues expected to be received | $ 5,000 | |||||
Research and development | $ 0 | $ 0 | $ 300 | $ 100 |
Major Customers, Partnerships31
Major Customers, Partnerships and Strategic Alliances - Agreement with Dow AgroSciences in Plant Agriculture - Additional Information (Detail) - Dow Agro Sciences [Member] - License agreement terms [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2005 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Research program to develop laboratory research reagents | 3 years | ||||
One-time license fee earned on exercise of option | $ 6,000,000 | ||||
Royalty revenues | $ 2,300,000 | ||||
Percentage of royalties to be received from sublicensing | 25.00% | ||||
Previously agreed research, development and commercialization milestone payments, and royalties on sales of products | $ 4,000,000 | ||||
Fee due | $ 25,300,000 | ||||
Minimum license annual fees specific reckoning period | 11 years | ||||
Collaboration agreement related costs and expenses | $ 0 | $ 0 | $ 0 | $ 0 | |
Revenue attributable to research and development | $ 0 | $ 0 | $ 0 | $ 0 | |
Minimum [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Annual fees | $ 250,000 | ||||
Maximum [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Annual fees | $ 3,000,000 |
Major Customers, Partnerships32
Major Customers, Partnerships and Strategic Alliances - California Institute for Regenerative Medicine - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May. 31, 2014 | May. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Research grants | $ 163 | $ 372 | $ 1,540 | $ 1,584 | ||
California Institute for Regenerative Medicine [Member] | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Funds due under the agreement | $ 5,600 | |||||
Agreement to receive | 4 years | |||||
Research grants | 0 | 0 | 0 | 0 | ||
Collaboration agreement related costs and expenses | 600 | 0 | 1,300 | 0 | ||
California Institute for Regenerative Medicine [Member] | Beta-thalassemia [Member] | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Funds due under the agreement | $ 6,400 | |||||
Agreement to receive | 4 years | |||||
Research grants | 0 | 400 | 1,200 | 1,100 | ||
Collaboration agreement related costs and expenses | 0 | $ 400 | $ 1,200 | $ 1,100 | ||
Unused funds received | $ 3,000 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)Candidate | |
Finite Lived Intangible Assets [Line Items] | |
Impairment charge | $ | $ 1,870 |
Ceregene, Inc. [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Number of clinical product candidates | 2 |
Intangible Assets - Carrying Va
Intangible Assets - Carrying Value of Intangibles Assets (Detail) $ in Thousands | Dec. 31, 2014USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Total identifiable intangible assets | $ 1,870 |
CERE-110 for the treatment of Alzheimer's disease ("IPR&D") [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total identifiable intangible assets | 1,640 |
CERE-120 for the treatment of Parkinson's disease ("IPR&D") [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total identifiable intangible assets | $ 230 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Income Taxes [Line Items] | ||
Claim settlement received | $ 14,452 | |
Benefit from income taxes | $ 3,339 | 4,087 |
Income tax benefit, claims settlement | $ 3,400 | 3,400 |
Disgorgement settlement [Member] | ||
Income Taxes [Line Items] | ||
Benefit from income taxes | $ 5,800 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 2,828 | $ 2,129 | $ 8,664 | $ 6,165 |
Research and development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 1,595 | 1,182 | 5,020 | 3,418 |
General and administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 1,233 | $ 947 | $ 3,644 | $ 2,747 |
Claims Settlement - Additional
Claims Settlement - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Claims Settlement [Line Items] | ||
Claim settlement received | $ 14,452 | |
Settlement recognized as additional paid-in capital, net of tax | 8,700 | |
Benefit from income taxes | $ 3,339 | 4,087 |
Disgorgement settlement [Member] | ||
Claims Settlement [Line Items] | ||
Benefit from income taxes | $ 5,800 |