Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 15, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SGMO | ||
Entity Registrant Name | SANGAMO THERAPEUTICS, INC | ||
Entity Central Index Key | 1,001,233 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 86,338,976 | ||
Entity Public Float | $ 734,155,954 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 49,826 | $ 22,061 |
Marketable securities | 193,482 | 120,474 |
Interest receivable | 240 | 224 |
Accounts receivable | 3,343 | 4,972 |
Prepaid expenses and other current assets | 1,506 | 1,849 |
Total current assets | 248,397 | 149,580 |
Marketable securities, non-current | 1,012 | |
Property and equipment, net | 31,066 | 6,557 |
Goodwill | 1,585 | 1,585 |
Other assets | 4,681 | 169 |
Total assets | 286,741 | 157,891 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 11,035 | 6,261 |
Accrued compensation and employee benefits | 5,479 | 2,885 |
Deferred revenues | 28,345 | 4,145 |
Total current liabilities | 44,859 | 13,291 |
Deferred revenues, non-current | 29,244 | 4,460 |
Build-to-suit lease obligation | 24,738 | 3,945 |
Total liabilities | 98,841 | 21,696 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.01 par value; 160,000,000 shares authorized, 85,598,534 and 70,871,902 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 856 | 709 |
Additional paid-in capital | 682,809 | 576,377 |
Accumulated deficit | (495,479) | (440,911) |
Accumulated other comprehensive income (loss) | (286) | 20 |
Total stockholders' equity | 187,900 | 136,195 |
Total liabilities and stockholders' equity | $ 286,741 | $ 157,891 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 85,598,534 | 70,871,902 |
Common stock, shares outstanding | 85,598,534 | 70,871,902 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
Collaboration agreements | $ 35,960 | $ 18,881 | $ 37,844 |
Research grants | 607 | 508 | 1,695 |
Total revenues | 36,567 | 19,389 | 39,539 |
Operating expenses: | |||
Research and development | 65,728 | 65,618 | 67,198 |
General and administrative | 27,200 | 26,330 | 19,197 |
Total operating expenses | 92,928 | 91,948 | 86,395 |
Loss from operations | (56,361) | (72,559) | (46,856) |
Interest and other income, net | 1,793 | 887 | 431 |
Loss before income taxes | (54,568) | (71,672) | (46,425) |
Benefit from income taxes | 14 | 5,722 | |
Net loss | $ (54,568) | $ (71,658) | $ (40,703) |
Basic and diluted net loss per share | $ (0.70) | $ (1.02) | $ (0.58) |
Shares used in computing basic and diluted net loss per share | 78,084 | 70,553 | 69,757 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | |||||||||||
Net loss | $ (13,091) | $ (12,354) | $ (12,491) | $ (16,632) | $ (9,624) | $ (18,965) | $ (26,575) | $ (16,494) | $ (54,568) | $ (71,658) | $ (40,703) |
Change in unrealized gain (loss) on available-for-sale securities, net of tax | (306) | 20 | 25 | ||||||||
Comprehensive loss | $ (54,874) | $ (71,638) | $ (40,678) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income/ (Loss) [Member] |
Beginning Balances at Dec. 31, 2014 | $ 206,633 | $ 690 | $ 534,518 | $ (328,550) | $ (25) |
Beginning Balances, shares at Dec. 31, 2014 | 69,062,394 | ||||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax | 4,348 | $ 12 | 4,336 | ||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax, shares | 1,164,033 | ||||
Issuance of common stock under employee stock purchase plan | $ 911 | $ 1 | 910 | ||
Issuance of common stock under employee stock purchase plan, shares | 128,181 | 128,181 | |||
Stock-based compensation | $ 11,730 | 11,730 | |||
Claims settlement under Section 16(b), net of tax benefit | 9,495 | 9,495 | |||
Comprehensive loss: | |||||
Net unrealized gain (loss) on marketable securities, net of tax | 25 | 25 | |||
Net loss | (40,703) | (40,703) | |||
Comprehensive loss | (40,678) | ||||
Ending Balances at Dec. 31, 2015 | 192,439 | $ 703 | 560,989 | (369,253) | |
Ending Balances, shares at Dec. 31, 2015 | 70,354,608 | ||||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax | (481) | $ 3 | (484) | ||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax, shares | 314,583 | ||||
Issuance of common stock under employee stock purchase plan | $ 818 | $ 3 | 815 | ||
Issuance of common stock under employee stock purchase plan, shares | 202,711 | 202,711 | |||
Stock-based compensation | $ 15,057 | 15,057 | |||
Comprehensive loss: | |||||
Net unrealized gain (loss) on marketable securities, net of tax | 20 | 20 | |||
Net loss | (71,658) | (71,658) | |||
Comprehensive loss | (71,638) | ||||
Ending Balances at Dec. 31, 2016 | $ 136,195 | $ 709 | 576,377 | (440,911) | 20 |
Ending Balances, shares at Dec. 31, 2016 | 70,871,902 | 70,871,902 | |||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax | $ 15,099 | $ 21 | 15,078 | ||
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax, shares | 2,101,489 | ||||
Issuance of common stock under employee stock purchase plan | $ 818 | $ 2 | 816 | ||
Issuance of common stock under employee stock purchase plan, shares | 253,994 | 253,994 | |||
Issuance of common stock under public offering, net of issuance costs | $ 81,573 | $ 124 | 81,449 | ||
Issuance of common stock under public offering, net of issuance costs, shares | 12,371,149 | ||||
Stock-based compensation | 9,089 | 9,089 | |||
Comprehensive loss: | |||||
Net unrealized gain (loss) on marketable securities, net of tax | (306) | (306) | |||
Net loss | (54,568) | (54,568) | |||
Comprehensive loss | (54,874) | ||||
Ending Balances at Dec. 31, 2017 | $ 187,900 | $ 856 | $ 682,809 | $ (495,479) | $ (286) |
Ending Balances, shares at Dec. 31, 2017 | 85,598,534 | 85,598,534 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Activities: | |||
Net loss | $ (54,568) | $ (71,658) | $ (40,703) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 1,498 | 997 | 988 |
Amortization of premium (discount) on marketable securities | (673) | 221 | 827 |
Net loss on disposal of property and equipment | 12 | ||
Stock-based compensation | 9,089 | 15,057 | 11,730 |
Change in fair value of contingent consideration liability | (1,800) | ||
Intangible impairment | 1,870 | ||
Benefit from income taxes | (14) | (5,722) | |
Other | 80 | 99 | |
Net changes in operating assets and liabilities: | |||
Interest receivable | (16) | 83 | 116 |
Accounts receivable | 1,629 | (2,144) | 7,847 |
Prepaid expenses and other assets | (669) | (1,112) | 376 |
Accounts payable and accrued liabilities | 3,219 | (2,335) | (764) |
Accrued compensation and employee benefits | 2,594 | 137 | (105) |
Deferred revenues | 48,984 | (5,214) | (8,380) |
Net cash provided by (used in) operating activities | 11,179 | (65,883) | (33,720) |
Investing Activities: | |||
Purchases of marketable securities | (252,328) | (218,640) | (257,988) |
Maturities of marketable securities | 178,675 | 237,497 | 337,861 |
Purchases of property and equipment | (3,751) | (732) | |
Lease commitments | (3,500) | ||
Acquisition of Ceregene, Inc. net of cash received | (2,411) | ||
Net cash (used in) provided by investing activities | (80,904) | 18,125 | 77,462 |
Financing Activities: | |||
Proceeds from public offering of common stock, net of issuance costs | 81,573 | ||
Taxes paid related to net share settlement of equity awards | (654) | (776) | (1,546) |
Proceeds from issuance of common stock | 16,571 | 1,113 | 6,804 |
Claims settlement under Section 16(b) | 14,452 | ||
Net cash provided by financing activities | 97,490 | 337 | 19,710 |
Net increase (decrease) in cash and cash equivalents | 27,765 | (47,421) | 63,452 |
Cash and cash equivalents, beginning of period | 22,061 | 69,482 | 6,030 |
Cash and cash equivalents, end of period | 49,826 | 22,061 | $ 69,482 |
Property and Equipment [Member] | |||
Supplemental disclosure of noncash investing activities: | |||
Property and equipment/build-to-suit leases included in accrued liabilities and obligation | 1,214 | ||
Build-to-Suit Leases [Member] | |||
Supplemental disclosure of noncash investing activities: | |||
Property and equipment/build-to-suit leases included in accrued liabilities and obligation | $ 20,793 | $ 3,876 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Overview Sangamo Therapeutics, Inc. was incorporated in the State of Delaware on June 22, 1995 and changed its name from Sangamo Biosciences, Inc. in January 2017 (the Company or Sangamo). Sangamo is focused on the research, development and commercialization of novel therapeutic strategies for unmet medical needs. Sangamo’s genome editing and gene regulation technology platform is enabled by the engineering of a class of transcription factors known as zinc finger DNA-binding proteins (ZFPs). Potential applications of Sangamo’s technology include development of human therapeutics, plant agriculture and enhancement of pharmaceutical protein production. Sangamo will require additional financial resources to complete the development and commercialization of its products including ZFP Therapeutics. Sangamo is currently working on a number of long-term development projects that will involve experimental technology. The projects may require several years and substantial expenditures to complete and ultimately may be unsuccessful. The Company plans to finance operations with available cash resources, collaborations and strategic partnerships funds, research grants and from the issuance of equity or debt securities. Sangamo believes that its available cash, cash equivalents and investments as of December 31, 2017, along with expected revenues from collaborations, strategic partnerships and research grants, will be adequate to fund its operations at least through the next twelve months from the date the financial statements are issued. Sangamo will need to raise substantial additional capital to fund subsequent operations and complete the development and commercialization of its products. Additional capital may not be available on terms acceptable to the Company, or at all. If adequate funds are not available, or if the terms of potential funding sources are unfavorable, the Company’s business and ability to develop its technology and ZFP Therapeutic products would be harmed. Furthermore, any sales of additional equity securities may result in dilution to the Company’s stockholders, and any debt financing may include covenants that restrict the Company’s business. Basis of Presentation 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 consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements include the accounts of Sangamo and its wholly-owned subsidiaries, Ceregene and Gendaq Limited, after elimination of all intercompany balances and transactions. Business Combinations The Company accounts for acquisitions in accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations Cash and Cash Equivalents Sangamo considers all highly-liquid investments purchased with original maturities of three months or less at the purchase date to be cash equivalents. Cash and cash equivalents consist of deposits in money market investment accounts. Marketable Securities Sangamo classifies its marketable securities as available-for-sale and records its investments at estimated fair value based on quoted market prices or observable market inputs of almost identical assets, with the unrealized holding gains and losses included in accumulated other comprehensive income. The Company’s investments are subject to a periodic impairment review. 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. Realized gains and losses on available-for-sale securities are included in other income, which is determined using the specific identification method. Fair Value Measurements The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities. Marketable securities and contingent consideration liabilities are stated at their estimated fair values. The counterparties to the agreements relating to the Company’s investment securities consist of the US Treasury, governmental agencies, various major corporations and financial institutions with high credit standing. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets (generally three to five years). For leasehold improvements, amortization is calculated using the straight-line method based on the shorter of the useful life or the lease term. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 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, 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. During the fourth quarter of 2016, we revised our estimated performance period under the Bioverativ license agreement from June 2019 to June 2020, which also extended the recognition period of the related up-front payment we received upon entering this agreement (See Note 5). This change decreased revenues by $4.3 million and increased net loss and net loss per share by $0.06 for the year ended December 31, 2016. 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 agreement 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, or VSOE, if available; third-party evidence, or TPE, if available and VSOE is not available; or the best estimate of selling price, or 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, or Shire, in January 2012, Biogen MA Inc., or Biogen, in January 2014, and Pfizer Inc., or Pfizer, in May and December of 2017, 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 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 but not 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. During 2017, revenues related to Pfizer and Bioverativ represented 47% and 34%, respectively, of the Company’s total revenue. During 2016 revenue related to Bioverativ, DAS and Shire represented 46%, 26%, and 17%, respectively, of total revenue. During 2015 revenue related to Shire and Biogen represented 40% and 35%, respectively, of total revenues. Receivables from collaborations are typically unsecured and are concentrated in the biopharmaceutical industry. Accordingly, we may be exposed to credit risk generally associated with biopharmaceutical companies or specific to our collaboration agreements. To date, we have not experienced any losses related to these receivables. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of direct and research-related allocated overhead costs such as facilities costs, salaries and related personnel costs, and material and supply costs. In addition, research and development expenses include costs related to clinical trials, validation of the Company’s testing processes and procedures as well as related overhead expenses. Research and development costs incurred in connection with collaborator-funded activities are expensed as incurred. Costs to acquire technologies that are utilized in research and development that have no alternative future use are expensed as incurred. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based payment awards made to Sangamo employees and directors, including employee share options, restricted stock units (RSUs) and employee stock purchases related to the Employee Stock Purchase Plan (ESPP), based on estimated fair values at the award grant date. The fair value of stock-based awards is amortized over the vesting period of the award using a straight-line method. To estimate the fair value of an award, the Company uses the Black-Scholes option pricing model. This model requires inputs such as expected life, expected volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. While estimates of expected life and volatility are derived primarily from the Company’s historical data, the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected life assumption. Further, the Company adopted Accounting Standards Update (ASU) 2016-09 and accounts for forfeitures in the period they occur. Indefinite-Lived Intangible Assets As part of the Ceregene acquisition the Company recognized indefinite-lived intangible assets for in-process research and development and goodwill as further discussed below. ASC 350 and related updates require companies to test indefinite-lived intangible assets for impairment annually, and more frequently if indicators of impairment exist. ASC 350 includes an optional qualitative assessment for testing indefinite-lived intangible assets for impairment that permits companies to assess whether it is more likely than not (i.e., a likelihood of greater than 50%) that an indefinite-lived intangible asset is impaired. If a company concludes based on the qualitative assessment that it is not more likely than not that the fair value of an indefinite-lived intangible asset or, in the case of goodwill, that the fair value of the related reporting unit, is less than carrying value, it would not have to determine the asset’s or reporting unit’s fair value, as applicable. In-Process Research and Development Intangible assets related to in-process research and development costs, or IPR&D, are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. Prior to completion of the research and development efforts, the assets are considered indefinite-lived. During this period, the assets will not be amortized but will be tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D projects below their respective carrying amounts. 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 did not believe the programs have an alternative future use for itself or other market participants. Accordingly, the Company recognized a $1.9 million impairment charge related to these assets during the year ended December 31, 2015, which was recognized as research and development (R&D) in the accompanying consolidated statements of operations. Goodwill Goodwill represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed in a business combination and is considered to be indefinite-lived. Goodwill is not amortized but is tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate an impairment of goodwill has occurred. During the fourth quarter of 2017, the Company performed an assessment of the qualitative factors affecting the fair value of its reporting unit and concluded that it was not more likely than not that the fair value of its reporting unit was less than carrying value and that, as a result, it is not more likely than not that goodwill is impaired. Contingent Consideration Liability Under the merger agreement with Ceregene, the Company is required to make contingent earn-out payments 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. These earn-out payments will become payable in the period they are earned. In accordance with ASC Topic 805, the Company determined the fair value of this liability for contingent consideration on the acquisition date using a probability-weighted discounted cash flow analysis. During the year ended December 31, 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 IPR&D assets acquired from Ceregene. Income Taxes Income tax expense has been provided using the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is not more likely than not that the deferred tax assets will be realized. Net Loss Per Share Basic net loss per share has been computed by dividing 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 options and restricted stock units, which are all anti-dilutive. All stock options and restricted stock units outstanding were excluded from the calculation of diluted net loss per share for all periods presented. Stock options and restricted stock units outstanding at the end of 2017, 2016 and 2015 were 8,367,628, 9,578,322, and 9,008,185, respectively. Segments The Company operates in one segment. Management uses one measure of profitability and does not segregate its business for internal reporting. As of December 31, 2017 and 2016, all of the Company’s assets were maintained in the U.S. For the years ended December 31, 2017, 2016 and 2015, substantially all the Company’s revenues and operating expenses were generated and incurred in the U.S. Recent Accounting Pronouncements In March 2016 the Financial Accounting Standards Board (FASB) issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718). The amendments in ASU 2016-09 affect all entities that issue share-based payment awards to their employees and involve multiple aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company adopted the ASU in the first quarter of 2017 and it did not have a material impact on the Company’s consolidated financial statements. The impact of ASU 2016-09 as it relates to stock-based compensation for deferred tax assets and liabilities balances were not material to the Company's consolidated financial statements. In February 2016 the FASB issued ASU No. 2016-02 (ASU 2016-02) “ Leases In May 2014 the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The Company will adopt ASC 606 during the first quarter of 2018 and using the modified retrospective method. The Company has substantially completed its evaluation of the impact of adopting ASC 606 on its contracts with Bioverativ, Shire, DAS, and Sigma (as defined below). The Company’s performance obligations with respect to Shire, DAS and Sigma were substantially complete at December 31, 2017 and any future receipts are contingent upon these counterparties achieving specified development, commercial, and/or sales targets and would be in the form of milestones or royalties, all of which management concluded are constrained at December 31, 2017 as defined under ASC 606. The Company has also performed an assessment of the impact of adopting ASC 606 on its Bioverativ collaboration arrangement and has preliminarily concluded that the timing of the recognition of up-front payments and research and development reimbursements will be decelerated under the new guidance while development and commercialization milestones are constrained at December 31, 2017, as defined under ASC 606. Based on this assessment, management has preliminarily concluded that the transition adjustment to be recognized on January 1, 2018 will be less than $5.0 million and will result in a decrease to accumulated deficit and an increase to deferred revenue at that date as a result of decelerating the recognition of amounts related to research and development reimbursements and up-front payments under ASC 606. The Company has not completed its assessment of the effect that the adoption of ASC 606 will have on its agreements with Pfizer that were entered into during 2017. The Company has preliminarily concluded that any potential milestone and royalty payments payable under these agreements are constrained at December 31, 2017, as defined under ASC 606, and thus will not result in a change upon adoption of ASC 606 from the accounting for such payments under ASC 605. No revenue or other amounts were recognized in 2017 related to the agreement that was entered into with Pfizer in late December 2017 and, accordingly, management does not expect any amounts to be recognized as part of the January 2018 transition adjustment related to this agreement. During 2017, the Company recognized as revenue $17.0 million of the $70.0 million up-front payment received from agreement the Company entered into with Pfizer in May 2017, the amount and timing of which may change upon adoption of ASC 606. The estimates of the expected effects of the Company’s adoption of ASU 2014-09 represent management’s best estimates of the effects of adopting ASU 2014-09 at the time of the preparation of this Annual Report on Form 10-K. The actual, final quantitative effects of the adoption of ASU 2014-09 are subject to change from these estimates and such change may be significant, pending the completion of the Company’s assessment in the first quarter of 2018. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | NOTE 2 –FAIR VALUE MEASUREMENT The Company measures certain assets and liabilities at fair value on a recurring basis, including cash equivalents, available-for-sale securities and the contingent consideration liability. Fair value is 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 cash equivalents, available-for-sale securities and the contingent consideration liability are identified at the following levels within the fair value hierarchy (in thousands): December 31, 2017 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 24,290 $ 24,290 $ — $ — Commercial paper securities 4,595 — 4,595 — Total 28,885 24,290 4,595 — Marketable securities: Commercial paper securities 110,247 — 110,247 — Corporate debt securities 75,755 — 75,755 — U.S. government-sponsored entity debt securities 8,492 — 8,492 — Total 194,494 — 194,494 — Total cash equivalents and marketable securities $ 223,379 $ 24,290 $ 199,089 — December 31, 2016 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 18,992 $ 18,992 $ — $ — Total 18,992 18,992 — — Marketable securities: Commercial paper securities 23,185 — 23,185 — Corporate debt securities 10,004 — 10,004 — U.S. government-sponsored entity debt securities 87,285 — 87,285 — Total 120,474 — 120,474 — Total cash equivalents and marketable securities $ 139,466 $ 18,992 $ 120,474 $ — Investments The Company generally classifies its marketable securities as Level 2. Instruments are 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 August 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. The subsequent changes in the fair value of the contingent consideration liability were recognized as a component of research and development expense line item in the accompanying consolidated statements of operations as operating expenses. During the year ended December 31, 2015, the recognized amount of the liability for contingent consideration decreased by the total fair value of the contingent consideration of $1.8 million due to the decrease in the probability of incurring potential future royalty payments associated with the impairment of IPR&D assets acquired from Ceregene (see Note 6). |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2017 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | NOTE 3 – MARKETABLE SECURITIES The table below summarizes the Company’s cash equivalents and available-for-sale securities (in thousands): Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains (Losses) Fair Value December 31, 2017 Cash equivalents: Money market funds $ 24,290 $ — $ — $ 24,290 Commercial paper securities 4,595 — — 4,595 Total 28,885 — — 28,885 Available-for-sale securities: Commercial paper securities 110,365 — (118 ) 110,247 Corporate debt securities 75,886 — (131 ) 75,755 U.S. government-sponsored entity debt securities 8,498 — (6 ) 8,492 Total 194,749 — (255 ) 194,494 Total cash equivalents and available-for-sale securities $ 223,634 — $ (255 ) $ 223,379 December 31, 2016 Cash equivalents: Money market funds $ 18,992 $ — $ — $ 18,992 Total 18,992 — — 18,992 Available-for-sale securities: Commercial paper securities 23,112 73 — 23,185 Corporate debt securities 10,005 — (1 ) 10,004 U.S. government-sponsored entity debt securities 87,307 3 (25 ) 87,285 Total 120,424 76 (26 ) 120,474 Total cash equivalents and available-for-sale securities $ 139,416 $ 76 $ (26 ) $ 139,466 As of December 31, 2017, all of the Company’s investments had maturity dates within two years as of the balance sheet date. The Company had no material realized losses from the sale of available-for-sale securities for the years ended December 31, 2017, 2016 or 2015. Sangamo has the intent and ability to hold its investments for a period of time sufficient to allow for any anticipated recovery in market value. No investments were other-than-temporarily impaired at either December 31, 2017 or 2016. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | NOTE 4 – STOCK-BASED COMPENSATION The following table shows total stock-based compensation expense recognized in the accompanying consolidated statements of operations (in thousands): Year Ended December 31, 2017 2016 2015 Research and development $ 5,031 $ 6,463 $ 6,444 General and administrative 4,058 8,594 5,286 Total stock-based compensation expense $ 9,089 $ 15,057 $ 11,730 As of December 31, 2017, total stock-based compensation expense related to unvested stock options to be recognized in future periods was $16.1 million, which is expected to be expensed over a weighted-average period of 2.79 years. As of December 31, 2017, total stock-based compensation expense related to unvested RSUs to be recognized in future periods was $0.7 million, which is expected to be expensed over a weighted-average period of 1.03 years. There was no capitalized stock-based employee compensation expense as of either December 31, 2017, 2016 or 2015 respectively. Valuation Assumptions Employee stock-based compensation expense was determined using the Black-Scholes option valuation model. Option valuation models require the input of subjective assumptions and these assumptions can vary over time. The Company bases its determination of expected volatility through its assessment of the historical volatility of its common stock. The Company relied on its historical exercise and post-vested termination activity for estimating its expected term for use in determining the fair value of these options. The weighted-average estimated fair value per share of options granted during 2017, 2016 and 2015 was $4.10, $3.14, and $5.72, respectively, based upon the assumptions used in the Black-Scholes valuation model. The assumptions used for estimating the fair value of the employee stock options are as follows: Year Ended December 31, 2017 2016 2015 Risk-free interest rate 1.81-2.28% 1.13-1.61% 1.46-1.58% Expected life of option (in years) 5.73-5.83 5.28-5.29 5.25-5.31 Expected dividend yield of stock 0 % 0 % 0 % Expected volatility 0.71-0.72 0.68-0.70 0.66-0.67 Employees purchased approximately 253,994, 202,711 and 128,181 shares of common stock through the 2010 Employee Stock Purchase Plan at an average exercise price of $3.22, $4.04, and $7.10 per share during 2017, 2016 and 2015, respectively. The weighted-average estimated fair value of shares purchased under the Company’s ESPP during 2017, 2016 and 2015 were $2.37, $2.27 and $4.42, respectively based upon the assumptions used in the Black-Scholes valuation model. The weighted–average assumptions used for estimating the fair value of the ESPP purchase rights are as follows: Year Ended December 31, 2017 2016 2015 Risk-free interest rate 0.44-0.76% 0.41-0.80% 0.06-0.33% Expected life of option (in years) 0.5-2.0 0.5-2.0 0.5-2.0 Expected dividend yield of stock 0 % 0 % 0 % Expected volatility 0.66-0.82 0.71-0.76 0.55-0.70 |
Major Customers, Partnerships a
Major Customers, Partnerships and Strategic Alliances | 12 Months Ended |
Dec. 31, 2017 | |
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 Pfizer Inc. in Human Therapeutics SB-525 Global Collaboration and License Agreement On May 10, 2017, Sangamo entered into an exclusive, global Collaboration and License Agreement (the “with Pfizer pursuant to which Sangamo and Pfizer established a collaboration for the research, development and commercialization of SB-525, Sangamo’s gene therapy product candidate for hemophilia A, and closely related products (the “hemophilia A Pfizer Agreement”). Under the hemophilia A Pfizer Agreement, Sangamo will be responsible for conducting the Phase 1/2 clinical trial and certain manufacturing activities for SB-525, while Pfizer will be responsible for subsequent worldwide development, manufacturing, marketing and commercialization of SB-525. Sangamo and Pfizer may also collaborate in the research and development of additional adeno-associated virus (“AAV”)-based gene therapy products for hemophilia A. Under the hemophilia A Pfizer Agreement, Sangamo received an upfront fee of $70.0 million from Pfizer. In addition, Sangamo is eligible to receive $208.5 million in payments upon the achievement of specified clinical development, intellectual property and regulatory milestones and $266.5 million in payments upon the achievement of specified first commercial sale milestones for SB-525 and potentially other products. The total amount of potential clinical development, intellectual property, regulatory, and first commercial sale milestone payments, assuming the achievement of all specified milestones in the hemophilia A Pfizer Agreement, is $475.0 million, which includes up to $300.0 million for SB-525 and up to $175.0 million for other products that may be developed under the hemophilia A Pfizer Agreement, subject to reduction on account of payments made under certain licenses for third party intellectual property. In addition, Pfizer has agreed to pay Sangamo royalties for each potential licensed product developed under the hemophilia A Pfizer Agreement that are an escalating tiered, double-digit percentage of the annual net sales of such product and are subject to reduction due to patent expiration, entry of biosimilar products to the market and payment made under certain licenses for third party intellectual property. To date, no milestone payments have been received and no products have been approved and therefore no royalty fees have been earned under the hemophilia A Pfizer Agreement. Sangamo in responsible for internal and external research costs as part of the upfront fee and has the ability to request additional reimbursement from Pfizer if certain conditions are met. Subject to the terms of the hemophilia A Pfizer Agreement, Sangamo granted Pfizer an exclusive, worldwide, royalty-bearing license, with the right to grant sublicenses, to use certain technology controlled by Sangamo for the purpose of developing, manufacturing and commercializing SB-525 and related products. Under the hemophilia A Pfizer Agreement, Pfizer granted Sangamo a non-exclusive, worldwide, royalty free, fully paid license, with the right to grant sublicenses, to use certain manufacturing technology developed under the hemophilia A Pfizer Agreement and controlled by Pfizer to manufacture Sangamo’s products that utilize the AAV delivery system. During a specified period, neither Sangamo nor Pfizer will be permitted to clinically develop or commercialize, outside of the collaboration, certain AAV-based gene therapy products for hemophilia A. The Company has identified the deliverables within the hemophilia A Pfizer Agreement as a license to the technology and on-going services. The Company concluded that the license is not a separate unit of accounting as it does not have stand-alone value to Pfizer apart from the services to be performed by the Company pursuant to the hemophilia A Pfizer Agreement. As a result, the Company will recognize revenue from the upfront payment on a straight-line basis over a thirty-two month estimated time over which the Company will perform services under the hemophilia A Pfizer Agreement. The recognition period will be reviewed quarterly and adjusted, as needed, to reflect the Company’s current assumptions regarding the period of performance. As of December 31, 2017, the Company had deferred revenue of $53.0 million related to the hemophilia A Pfizer Agreement. During the year ended December 31, 2017 the Company recognized revenue of $17.0 million related to the upfront fee that was received. C9ORF72 Research Collaboration and License Agreement On December 28, 2017, Sangamo entered into a Research Collaboration and License Agreement with Pfizer for the development and commercialization of potential gene therapy products that use zinc finger protein transcription factors (“ZFP-TFs”) to treat amyotrophic lateral sclerosis and frontotemporal lobar degeneration, or ALS/ FTLD, linked to mutations of the C9ORF72 gene. Pursuant to this Pfizer Agreement, Sangamo will work together with Pfizer on a research program to identify, characterize and preclinically develop ZFP-TFs that bind to and specifically reduce expression of the mutant form of the C9ORF72 gene (the “ALS/ FTLD Pfizer Agreement”). This agreement was entered into as a separate and distinct agreement apart from the SB-525 Pfizer agreement. The Pfizer C9ORF72 agreement is related to research specific ZFP-TF gene therapy for the C9ORF72 gene, while the SB-525 Pfizer agreement was for the clinical stage development of AAV-based gene therapy products for hemophilia A. Sangamo has granted Pfizer an exclusive, royalty-bearing, worldwide, sublicensable license under the Company’s relevant patents and know-how to develop, manufacture and commercialize gene therapy products (“Licensed Products”) that use resulting ZFP-TFs that satisfy pre-agreed criteria. During a specified period, neither Sangamo nor Pfizer will be permitted to research, develop, manufacture or commercialize outside of the collaboration any zinc finger proteins that specifically bind to the C9ORF72 gene. Under the terms of the ALS/ FTLD Pfizer Agreement, Sangamo received a $12.0 million upfront payment from Pfizer. Each party will be responsible for the cost of its performance of the research program. Pfizer will be operationally and financially responsible for subsequent development, manufacturing and commercialization of Licensed Products. Sangamo is eligible to receive up to $60.0 million in development milestone payments from Pfizer if a Licensed Product achieves specified preclinical development, clinical development and first commercial sale milestones, and up to $90.0 million commercial milestone payments if annual worldwide net sales of Licensed Products reach specified levels. In addition, Pfizer will pay royalties to Sangamo that are an escalating tiered, mid- to high-single digit percentage of the annual worldwide net sales of Licensed Products. These royalty payments are subject to reduction due to patent expiration, entry of biosimilar products to the market and payments made under certain licenses for third party intellectual property. Sangamo did not recognize revenue related to this Pfizer agreement as the basic criteria for revenue recognition was not satisfied as of December 31, 2017. Collaboration and License Agreement with Bioverativ Inc. in Human Therapeutics In January 2014, the Company entered into a Global Research, Development and Commercialization Collaboration and License Agreement with Biogen (the “Bioverativ Agreement”), and in January 2017 this agreement was assigned by Biogen MA Inc. to Biogen’s blood disorder spin-off, Bioverativ. Pursuant to the Bioverativ Agreement, Sangamo and Bioverativ will collaborate to discover, develop, seek regulatory approval for and commercialize therapeutics based on Sangamo’s zinc finger DNA-binding protein (“ZFP”) technology for beta-thalassemia and sickle cell disease (“SCD”). Under the Bioverativ Agreement, Sangamo and Bioverativ 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 therapeutic developed under the Bioverativ 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 a ZFP-based therapeutic intended to treat SCD. For both programs, Bioverativ is responsible for subsequent world-wide clinical development, manufacturing and commercialization of licensed products developed under the Bioverativ Agreement. At the end of specified research terms for each program or under certain specified circumstances, Bioverativ has 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 products to treat beta-thalassemia and SCD developed under the Bioverativ Agreement, and Bioverativ agrees to compensate Sangamo for such co-promotion activities. Sangamo received an upfront license fee of $20.0 million upon entering into the Bioverativ Agreement. In addition, the Company will also be eligible to receive $115.8 million in payments upon the achievement of specified clinical development and regulatory milestones, as well as $160.5 million in payments upon the achievement of specified sales milestones. Bioverativ reimburses Sangamo for agreed upon costs incurred in connection with research and development activities conducted by Sangamo. In addition, if products are commercialized under the Bioverativ Agreement, Bioverativ 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 Bioverativ Agreement. In January 2016, the parties agreed on an updated beta-thalassemia development plan and budget using the BCL11A All contingent payments under the Bioverativ Agreement, when earned, will be non-refundable and non-creditable. The Company has evaluated the contingent payments under the Bioverativ 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 Bioverativ Agreement, assuming all other applicable revenue recognition criteria have been met. Subject to the terms of the Bioverativ Agreement, Sangamo has granted Bioverativ 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 Bioverativ Agreement. Sangamo has also granted Bioverativ a non-exclusive, world-wide, royalty free, fully paid license, with the right to grant sublicenses, under Sangamo’s interest in certain other intellectual property developed pursuant to the Bioverativ Agreement. The Company has identified the deliverables within the arrangement as a license to the technology and on-going research services activities. The Company concluded that the license is not a separate unit of accounting as it does not have stand-alone value to Bioverativ apart from the research services to be performed pursuant to the Bioverativ Agreement. As a result, the Company will recognize revenue from the upfront payment on a straight-line basis over a forty-four month estimated research term as of the November 2016 modification date, during which time the Company will perform research services. The estimated period of performance is reviewed quarterly and adjusted, as needed, to reflect the Company’s current assumptions regarding the timing of its deliverables. As of December 31, 2017, the Company had deferred revenue of $4.6 million related to the Bioverativ Agreement. Revenues recognized under the Bioverativ Agreement for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands): Year Ended December 31, 2017 2016 2015 Revenue related to Bioverativ Collaboration: Recognition of upfront fee $ 1,769 $ 2,321 $ 6,176 Research services 10,489 6,565 7,769 Total $ 12,258 $ 8,886 $ 13,945 Amended Collaboration and License Agreement with Shire International GmbH in Human Therapeutics In January 2012, the Company entered into a Collaboration and License Agreement with Shire (the “Shire Agreement ”), 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 would 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. 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 Shire will reimburse Sangamo for any ongoing services provided by Sangamo for Shire’s programs. In 2015, Shire reimbursed Sangamo $3.4 million related to obligations prior to the amendment date which was recognized in revenue as the expense related to those obligations was incurred. Sangamo has granted Shire a right of first negotiation to license the hemophilia A and B programs developed by Sangamo under the amended agreement. Under the amended agreement, Shire does not have any milestone payment obligations with respect to the retained programs, but it is required to pay single digit percentage royalties to Sangamo, up to a specified maximum cap, on the commercial sales of ZFP therapeutic products from such programs. Under the Shire 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 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. The Company satisfied the deliverables and research services responsibilities within the amended arrangement which were completed in 2017. As a result, the Company recognized the remaining $2.3 million of deferred revenue from the upfront payment during the year ended December 31, 2017. Revenues recognized under the Shire Agreement for the years ended December 31, 2017, 2016 and 2015, were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Revenue related to Shire Collaboration: Recognition of upfront fee $ 2,333 $ 2,181 $ 2,167 Research services 116 1,096 13,584 Total $ 2,449 $ 3,277 $ 15,751 Agreement with Sigma-Aldrich Corporation (Sigma) in Laboratory Research Reagents, Transgenic Animal and Commercial Protein Production Cell-line Engineering In 2007, Sangamo entered into a license agreement with Sigma 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 DAS. Sangamo developed laboratory research reagents using its ZFP technology over a three year research services period. Sangamo has since transferred the ZFP manufacturing technology to Sigma. In October 2009, Sangamo expanded its license agreement with Sigma. In addition to the original terms of the license 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 agreement, 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, valued at $4.9 million, and a $15.1 million upfront license fee. Sangamo is also eligible to receive commercial license fees of $5.0 million based upon a percentage of net sales and sublicensing revenue and thereafter a reduced royalty rate of 10.5% 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. Sangamo does not have additional ongoing performance obligations under the agreement. Revenues recognized under the agreement with Sigma for the years ended December 31, 2017, 2016 and 2015, were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Revenue related to Sigma Collaboration: Royalty revenues $ 452 $ 137 $ 390 License fee revenues 267 1,140 4,463 Total $ 719 $ 1,277 $ 4,853 Agreement with Dow AgroSciences in Plant Agriculture In 2005, Sangamo entered into an exclusive commercial license with The agreement with DAS also provides for minimum sublicense 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 unless terminated at any time by DAS. The Company does not have any performance obligations. In the event of any termination of the agreement, all rights to use the Company’s ZFP technology will revert to Sangamo, and DAS will no longer be permitted to practice Sangamo’s ZFP technology or to develop or, except in limited circumstances, commercialize any products derived from the Company’s ZFP technology. Revenues under the agreement with DAS were $3.0 million during 2017 and $5.1 million and $3.0 million during 2016 and 2015, respectively. |
Acquisition of Ceregene
Acquisition of Ceregene | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Ceregene | NOTE 6 – ACQUISITION OF CEREGENE In August 2013, Sangamo acquired all the outstanding shares of Ceregene, a privately held biotechnology company focused on the development of AAV gene therapies. The acquired assets included certain intellectual property rights relating to manufacturing of AAV, and toxicology and data from Ceregene’s human clinical trials. The acquisition closed in October 2013 (the Closing Date). The aggregate consideration transferred or transferable by Sangamo to former Ceregene stockholders at closing consisted of 100,000 shares of Sangamo common stock, with an approximate fair value of $1.2 million and a contingent earn-out of $1.5 million on the Closing Date. The $1.8 million fair value of the contingent earn-out liability was reduced to zero in March 2015 upon Sangamo’s decision not to pursue development of Ceregene’s technology as discussed below. Intangible Assets Acquired Intangible assets acquired included In-Process Research and Development (IPR&D), which consisted of Ceregene’s two clinical product candidates, CERE-110 for the treatment of AD and CERE-120 for the treatment of Parkinson’s disease. The Company determined that the combined Closing Date estimated fair values of CERE-110 and CERE-120 was $1.9 million. 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 year ended December 31, 2015, the Company recognized a $1.9 million impairment charge related to these assets. Intangible assets also included $1.6 million in goodwill, the excess of the consideration transferred over the fair values assigned to the assets acquired and liabilities assumed. Goodwill represents benefits that Sangamo believes will result from combining its operations with the operations of Ceregene and any intangible assets that do not qualify for separate recognition, as well as any future, yet unidentified products. The Company tests goodwill for impairment on an annual basis or sooner, if deemed necessary. There have been no changes to goodwill since the Closing Date, and no impairment has been recognized. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 7 – PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): December 31 , 2017 2016 Laboratory equipment $ 7,572 $ 6,206 Furniture and fixtures 1,494 636 Leasehold improvements 3,425 1,330 Buildings 3,876 3,876 Total 16,367 12,048 Less accumulated depreciation and amortization (6,951 ) (5,639 ) Construction in Progress 21,650 148 $ 31,066 $ 6,557 Depreciation and amortization expense was $1.5 million in 2017, $1.0 million in 2016 and $1.0 million in 2015. In 2017 the Company capitalized $20.9 million related to the fair value of the Brisbane building and $0.3 million of construction costs in Construction in Progress under the build-to-suit lease guidance (see Note 14). In 2016 the Company capitalized $3.9 million related to the costs of the Richmond construction as a build-to-suit property within property and equipment, net, and recognize a corresponding build-to-suit lease obligation for the same amount. Both buildings will depreciate over the period of their lease, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES Sangamo occupies office and laboratory space under operating leases in Richmond, California. In August 2013, Sangamo amended its lease agreement for our corporate headquarters wherein the lease was extended through August 2019. The Company has three additional properties located in Richmond, CA. This includes two leases, one to occupy approximately 7,700 square feet of research and office space that expires in August 2019, and another to occupy approximately 6,200 square feet of office space that expires in July 2021. Sangamo also has two build-to-suit leases to occupy approximately 41,400 square feet of space in Richmond that expires in December 2021 and approximately 87,700 square feet of space in Brisbane that expires in May 2029. Rent expense related to these lease agreements was $1.1 million, $1.0 million, and $0.9 million for 2017, 2016 and 2015, respectively. Future minimum payments under lease obligations at December 31, 2017 consist of the following (in thousands): Fiscal Year: 2018 $ 1,685 2019 2,925 2020 3,795 2021 3,798 2022 3,335 Thereafter 23,896 Total minimum payments $ 39,434 For 2018, the company is committed to spend $8.8 million for tenant improvements related to the Brisbane build-to-suit lease and $8.7 million as part of our services agreement with Brammer Bio MA, LLC, or Brammer, to provide dedicated capacity to supply our preclinical and clinical programs. The Company also has $5.2 million of license commitments related to its intellectual property. Contingencies Sangamo is not party to any material pending legal proceeding. From time to time, we may be involved in legal proceedings arising in the ordinary course of business. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9 – STOCKHOLDERS’ EQUITY Preferred Stock The Company has 5,000,000 preferred shares authorized, which may be issued at the discretion of the Company’s Board of Director’s discretion. Common Stock On June 26, 2017, Sangamo completed an underwritten public offering of its common stock, in which the Company sold an aggregate of 11.5 million shares of its common stock at a public offering price of $7.25 per share. The net proceeds to Sangamo from the sale of shares in this offering, after deducting underwriting discounts and commissions and other offering expenses, were approximately $78.1 million. At-the-Market Offering Agreements On December 7, 2016, we entered into an “at the market” offering agreement with an investment bank, pursuant to which we may issue and sell from time to time up to $75.0 million of our common stock through the bank as the sales agent (“ATM Agreement”). Under the ATM Agreement, if we decide to sell shares, the sales agent will use its commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us. Sales of the common stock, if any, will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, as amended, including sales made directly on The Nasdaq Global Market and any other trading market for the common stock, and sales to or through a market maker other than on an exchange. In addition, with our prior written consent, the sales agent may also sell our common stock in negotiated transactions. On May 26, 2017, the Company entered into an Amended and Restated At-the-Market Offering Program Sales Agreement (the “2017 ATM Agreement”) with an investment bank pursuant to which the Company may issue and sell from time to time after the date of the 2017 ATM Agreement, shares of its common stock having an aggregate offering price of up to $75.0 million through the investment bank acting as the Company’s sales agent. Under the 2017 ATM Agreement, if the Company decides to sell shares, the Company will notify the sales agent, and the sales agent will use its commercially reasonable efforts to sell on the Company’s behalf all of the shares of common stock requested to be sold. Sales of the Company’s common stock, if any, will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, as amended, including sales made directly on The NASDAQ Global Select Market and sales to or through a market maker other than on an exchange. In addition, with the Company’s prior written consent, the sales agent may also sell shares of its common stock in negotiated transactions under the 2017 ATM Agreement. During the three months ended March 31, 2017, the Company issued a total of 871,149 shares of its common stock under the original At-the-Market Offering Program Sales Agreement entered into with the sales agent in December 2016, and received net proceeds of $3.4 million, after deducting offering expenses, including $0.1 million of commission paid to the sales agent. These shares were inadvertently sold under a registration statement filed with the SEC that had in fact expired prior to the time the shares were sold. Consequently, the Company may be subject to claims for rescission by purchasers who purchased shares of common stock under the ATM Agreement in March 2017. Under Section 12(a)(1) of the Securities Act, a purchaser of security in a transaction made in violation of Section 5 of the Securities Act may obtain recovery of the consideration paid in connection with its purchase, plus statutory interest, or, if it had already sold the shares, recover damages resulting from its purchase. While the Company believes it is unlikely that a successful claim will be asserted against the Company by any purchasers who purchased shares of common stock under the ATM Agreement in March 2017, the Company cannot guarantee that no such legal claims will be asserted against the Company by any purchasers. In addition, the Company could become subject to enforcement actions and/or penalties and fines by federal authorities, and the Company is unable to predict the likelihood of any such enforcement actions being brought, or the amount of any such potential penalties or fines. Stock Incentive Plan In April 2013 Sangamo’s Board of Directors adopted, subject to stockholder approval, the Company’s 2013 Stock Incentive Plan (the 2013 Plan) as the successor to the Company’s 2004 Stock Incentive Plan (the 2004 Plan). At the Annual Meeting of Stockholders held on June 12, 2013, the 2013 Plan was approved by the Company’s stockholders and became effective. In connection with the approval by stockholders of the 2013 Plan, outstanding awards under the 2004 Plan were transferred to the 2013 Plan. The 2004 Plan was terminated and no further awards will be made pursuant to the 2004 Plan. Under the 2013 Plan, the exercise price per share of options granted will generally not be less than 100 percent of the fair value per share of common stock on the grant date, and the option term will not exceed ten years. If the person to whom the option is granted is a 10 percent stockholder, and the option granted qualifies as an Incentive Stock Option Grant, then the exercise price per share will not be less than 110 percent of the fair value per share of common stock on the grant date, and the option term will not exceed five years. Options granted under the 2013 Plan generally vest over four years at a rate of 25 percent one year from the grant date and one thirty-sixth per month thereafter and expire ten years after the grant, or earlier upon employment termination. Certain options previously granted under the 2004 Plan to the Company’s non-employee directors are structured so that they may be exercised prior to vesting, with the related shares subject to Sangamo’s right to repurchase any shares that have not vested pursuant to the vesting schedule in effect for such award at the exercise price paid if the option holder’s board service terminates. Approximately 14.1 million shares were initially reserved for issuance under the 2013 Plan, including 9.7 million shares of common stock subject to outstanding awards previously granted under the 2004 Plan that were transferred to the 2013 Plan, and an additional 4.4 million shares of common stock. The number of shares of common stock reserved for issuance under the 2013 Plan will be reduced: (i) on a 1-for-1 basis for each share of common stock subject to a stock option or stock appreciation right granted under the plan, (ii) on a 1-for-1 basis for each share of common stock issued pursuant to a full value award granted under the plan prior to the plan effective date, and (iii) by a fixed ratio of 1.33 shares of common stock for each share of common stock issued pursuant to a full-value award granted under the plan on or after the plan effective date. Shares subject to any outstanding options or other awards under the 2013 Plan that expire or otherwise terminate prior to the issuance of the shares subject to those options or awards will be available for subsequent issuance under the 2013 Plan. Any unvested shares issued under the 2013 Plan that the Company subsequently purchases, pursuant to repurchase rights under the 2013 Plan, will be added back to the number of shares reserved for issuance under the 2013 Plan on a 1-for-1 basis or a 1.33-for-1 basis (depending on the ratio at which the share reserve was debited for the original award) and will accordingly be available for subsequent issuance in accordance with the terms of the plan. In June 2015 Sangamo’s stockholders were asked to vote to approve the amendment and restatement of our 2013 Stock Incentive Plan in order to increase the number of shares in our common stock reserved for issuance over the term of the 2013 Plan by 5,300,000 shares. At the Annual Meeting of Stockholders held on June 22, 2015, the amendment and restatement of our 2013 Stock Incentive Plan was approved by the Company’s stockholders and became effective. On November 10, 2017, the Compensation committee of the Company’s Board of Directors approved the amendment and restatement of the Company’s Amended and Restated 2013 Stock Incentive Plan, to reserve an additional one million shares of the Company’s common stock to be used exclusively for grants of awards to individuals who were not previously employees or non-employee directors of the Company (or following a bona fide period of non-employment with the Company), as an inducement material to each such individual’s entry into employment with us within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules, or Rule 5635(c)(4). The 2013 Plan was amended and restated by the Compensation Committee without stockholder approval pursuant to Rule 5635(c)(4). Employee Stock Purchase Plan Sangamo’s 2010 Employee Stock Purchase Plan (“Purchase Plan”), which supersedes the Company’s 2000 Employee Stock Purchase Plan, provides a total reserve of 2,100,000 shares of common stock for issuance under the Purchase Plan. Eligible employees may purchase common stock at 85 percent of the lesser of the fair market value of Sangamo’s common stock on the first day of the applicable two-year offering period or the last day of the applicable six-month purchase period. Stock Option Activity A summary of Sangamo’s stock option activity is as follows: Weighted- Average Weighted Average Aggregate Number of Exercise per Remaining Intrinsic Shares Share Price Contractual Value (In years) (In Options outstanding at December 31, 2016 9,256,506 $ 8.31 Options granted 3,091,125 $ 6.48 Options exercised (2,030,815 ) $ 7.76 Options canceled (2,029,360 ) $ 8.28 Options outstanding at December 31, 2017 8,287,456 $ 7.77 6.69 $ 71,658 Options vested and expected to vest at December 31, 2017 8,287,456 $ 7.77 6.69 $ 71,658 Options exercisable at December 31, 2017 3,881,078 $ 8.99 4.13 $ 28,864 Newly created shares are issued upon exercises of options. There were no shares subject to Sangamo’s right of repurchase as of December 31, 2017. The intrinsic value of options exercised was $12.3 million, $0.1 million and $6.4 million during 2017, 2016 and 2015, respectively. At December 31, 2017, the aggregate intrinsic values of outstanding and exercisable options were $71.7 million and $28.9 million, respectively. The aggregate intrinsic value of options vested and expected to vest as of December 31, 2017, 2016 and 2015 was $71.7 million, $0.0 million and $14.0 million, respectively. The following table summarizes information with respect to stock options outstanding at December 31, 2017: Options Outstanding and Exercisable Options Exercisable Number of Number of Shares of Shares of common stock Weighted Average common stock subject to Remaining subject to Weighted Average Range of Exercise Price options Contractual Life options Exercise Price (In years) $2.55 – $3.45 612,318 7.92 214,920 $ 3.13 $3.50 – $3.50 1,527,625 9.07 — $ — $3.55 – $5.41 1,212,567 5.24 672,930 $ 5.34 $5.42 – $7.07 1,501,051 5.53 967,506 $ 6.11 $7.20 – $9.41 1,199,546 7.17 551,162 $ 9.06 $9.45 – $13.35 885,599 5.52 659,946 $ 11.92 $13.54 – $15.00 1,148,250 6.26 668,752 $ 14.07 $15.11 – $18.26 178,000 7.31 124,561 $ 16.41 $19.51 – $19.51 10,000 6.14 9,583 $ 19.51 $19.80 – $19.80 12,500 6.23 11,718 $ 19.80 8,287,456 6.69 3,881,078 $ 8.99 Restricted Stock Units During 2017, 2016 and 2015, the Company awarded 12,600, 60,000, and 446,000 Restricted Stock Units (RSUs), respectively. The RSUs awarded in 2017, 2016 and 2015 had an average grant date fair value per award of $15.85, $5.16 and $9.45, respectively. These awards generally vest as follows: one-third of the award will vest in a series of three successive equal annual installments. The aggregate fair value of RSUs vested during 2017, 2016 and 2015 was $1.2 million, $4.8 million and $4.1 million, respectively. A summary of Sangamo’s RSU activity is as follows: Number Weighted Average of Remaining Aggregate Intrinsic Shares Contractual Term Value (In years) (In thousands) RSUs outstanding at December 31, 2016 321,816 RSUs awarded 12,600 RSUs released (112,917 ) RSUs forfeited (141,327 ) RSUs outstanding at December 31, 2017 80,172 0.90 $ 1,315 RSUs vested and expected to vest at December 31, 2017 80,172 0.90 $ 1,315 RSUs that vested in 2017, 2016 and 2015 were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were approximately 42,243, 165,181, and 172,807 for 2017, 2016 and 2015, respectively and were based on the value of the RSUs on their respective issuance dates as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to taxing authorities were $0.7 million, $0.8 million and $1.5 million in 2017, 2016 and 2015, respectively and are reflected as a financing activity within the accompanying consolidated statements of cash flows. These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company. As of December 31, 2017, there were 3,601,633 shares reserved for future awards under the Company’s 2013 Plan and 835,674 shares of common stock reserved for future issuance under the Purchase Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 – INCOME TAXES The benefit for income taxes consisted of the following (in thousands): Year Ended December 31, 2017 2016 2015 Benefit for income taxes: Current: Federal $ — $ — $ — State — — — Subtotal — — — Deferred: Federal $ — $ (12 ) $ (5,563 ) State — (2 ) (159 ) Subtotal — (14 ) (5,722 ) Income tax benefit $ — $ (14 ) $ (5,722 ) The difference between the benefit for income taxes and the amount computed by applying the federal statutory income tax rate to loss before taxes is explained as follows (in thousands): Year Ended December 31, 2017 2016 2015 Tax at federal statutory rate $ (18,553 ) $ (24,369 ) $ (15,785 ) State taxes, net 795 (747 ) 4,840 Federal Rate Change 53,045 — — Non-deductible stock compensation 2,120 2,781 1,085 Research credits (869 ) (1,424 ) (814 ) Change in valuation allowance (36,575 ) 23,773 5,043 Other 37 (28 ) (91 ) Income tax benefit $ — $ (14 ) $ (5,722 ) Deferred income taxes 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. Significant components of the Company’s deferred tax assets are as follows (in thousands): December 31 , 2017 2016 Assets: Deferred tax assets: Net operating loss carryforwards $ 91,308 $ 114,222 Research and development tax credit carryforwards 15,147 12,518 Stock-based compensation 3,168 8,565 Deferred revenue 934 2,918 Other 2,276 3,492 Total deferred tax asset 112,833 141,715 Valuation allowance 112,833 141,715 Net deferred tax assets $ — $ — Liabilities: Net deferred tax liability related to intangible assets — — Total deferred tax liability $ — $ — In October 2013, we acquired Ceregene. The Company recorded goodwill and intangible assets as part of accounting for the acquisition of Ceregene. A portion of the intangible assets acquired were for the use in a particular research and development project IPR&D and are considered indefinite-lived assets with no tax basis. In 2015, the Company impaired these intangible assets and reversed the corresponding deferred tax liability. In 2015 the Company received a $14.5 million Section 16(b) disgorgement settlement that was recognized as additional paid-in capital. The disgorgement settlement was recognized net of taxes of $9.5 million, which resulted in an income tax benefit of $5.0 million being recognized in the accompanying consolidated statements of operations for the year ended December 31, 2015. The changes in the fair value of the unrealized gain/loss on securities investment are recorded as a component of accumulated other comprehensive income, net of a provision for income taxes. A valuation allowance is recorded when it is more likely than not that all or some portion of the deferred income tax assets will not be realized. We regularly assess the need for a valuation allowance against our deferred income tax assets by considering both positive and negative evidence related to whether it is more likely than not that our deferred income tax assets will be realized. In evaluating our ability to recover our deferred income tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred income tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. Accordingly, based upon the Company’s analysis of these factors the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance (decreased) increased by $(28.9) million, $23.8 million and $5.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, Sangamo had net operating loss carryforwards for federal and state income tax purposes of approximately $475 million and $142 million, respectively. If not utilized, the net federal and state operating loss carryforwards will expire in 2018 and 2017, respectively. The Company also has federal and state research tax credit carryforwards of $10.8 million and $11.8 million, respectively. The federal research credits will begin to expire in 2018 while the state research credits have no expiration date. Utilization of the Company’s net operating loss carryforwards and research tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. The annual limitation could result in the expiration of the net operating loss carryforwards and research tax credit carryforwards before utilization. On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act ("Tax Reform") into legislation. The Tax Reform makes significant changes to the US corporate income tax law including, but not limited to, (1) reducing the U.S. federal corporate tax rate to 21% from 35% and (2) requiring a one-time mandatory transition tax on previously deferred foreign earnings of US subsidiaries. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. In the case of US federal income taxes, the enactment date is the date the bill becomes law. With respect to this legislation, we expect no financial statement impact due to the Company's valuation allowance. The Company performed a re-measurement of deferred tax assets and liabilities as a result of the decrease in the corporate Federal income tax rate from 35% to 21%. In addition to the reduction of U.S. federal corporate tax rate, the Company has also considered the impact of the foreign transition tax for which it has estimated that it would not need to accrue any amounts. In December 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No.118 (SAB 118) to provide guidance on the application of the Tax Reform when a company does not have the necessary information available, prepared, or analyzed in reasonable to detail to reflect the effects of the Tax Reform. SAB 118 provides guidance for companies under the three scenarios (1) measurement of certain income tax effects is complete, (2) measurement of certain income tax effect can be reasonably estimated, and (3) measurement of certain income tax effects cannot be reasonably estimated. Companies are to complete the accounting under ASC 740 in regards to the Tax Reform within a measurement period that does not extend one year from the date of enactment (i.e., December 22, 2018). In accordance with SAB 118, companies must reflect the tax effects of the Tax Reform for which the accounting under 740 is complete. If certain income tax effect can be reasonably estimated, then the companies must report provisional amounts in the reporting period in which the companies can determine the reasonable estimate during the measurement period. In the case that certain income tax effects cannot be reasonably estimated, companies do not have to report effects of the Tax Reform. However, they should continue to apply ASC 740 based on the rules before the enactment of the Tax Reform and report any income tax effects in the first reporting period in which reasonable estimates become available. We expect the new law to significantly reduce our tax rate in future periods, and our tax footnote reflects the effects of a Federal tax rate reduction net of our valuation allowance, which resulted in a net overall reduction of $0. The final transition impacts of the Tax Act may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the company has utilized to calculate the transition impacts, including impacts from changes to current year earnings estimates and foreign exchange rates of foreign subsidiaries. In accordance with SAB 118, the Company is allowed a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. We currently anticipate finalizing and recording any resulting adjustments by year ending December 31, 2018. The Company files federal and state income tax returns with varying statutes of limitations. The tax years from 2002 forward remain open to examination due to the carryover of net operating losses or tax credits. The Company also files a UK income tax return, and the tax years from 2008 and thereafter remain open to examination. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2017, the Company had no accrued interest and/or penalties. The unrecognized tax benefits may change during the next year for items that arise in the ordinary course of business. In the event that any unrecognized tax benefits are recognized, the effective tax rate will not be affected. The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands): December 31, 2017 2016 2015 Beginning balance $ 5,045 $ 8,330 $ 3,438 Additions based on tax positions related to the current year 622 1,023 557 Additions for tax positions of prior years (8 ) 27 4,335 Reductions for tax positions of prior years — (4,335 ) — Ending balance $ 5,659 $ 5,045 $ 8,330 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | NOTE 11 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of the following (in thousands): December 31 , 2017 2016 Accounts payable $ 16 $ 2,580 Accrued research and development expenses 7,898 2,887 Accrued professional fees 1,318 270 Deferred rent 417 498 Other 1,386 26 Total accounts payable and accrued liabilities $ 11,035 $ 6,261 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | NOTE 12 – EMPLOYEE BENEFIT PLAN The Company sponsors a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code covering all full-time employees (Sangamo 401(k) Plan). The Sangamo 401(k) Plan is intended to qualify under Section 401 of the Internal Revenue Code. The Company matched employee contributions equal to 50% for the first 8% in 2017 and 6% in both 2016 and 2015, respectively, up to a limit of $4,000 in 2017 and $3,000 in both 2016 and 2015, respectively. Matching funds are fully vested when contributed. Contributions to the Sangamo 401(k) Plan by the Company were $0.5 million, $0.3 million, and $0.3 million for the years ended December 31, 2017, 2016 and 2015, respectively. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | NOTE 13 – QUARTERLY FINANCIAL DATA (UNAUDITED) The following table sets forth certain unaudited quarterly financial data for the eight quarters ended December 31, 2016. The unaudited information set forth below has been prepared on the same basis as the audited information contained herein and includes all adjustments necessary to present fairly the information set forth. The operating results for any quarter are not indicative of results for any future period. All data is in thousands except per share data. 2017 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Revenues $ 3,425 $ 8,253 $ 11,812 $ 13,077 $ 3,942 $ 3,702 $ 2,823 $ 8,922 Expenses $ 20,217 $ 21,021 $ 24,847 $ 26,843 $ 20,623 $ 30,544 $ 22,029 $ 18,752 Net loss $ (16,632 ) $ (12,491 ) $ (12,354 ) $ (13,091 ) $ (16,494 ) $ (26,575 ) $ (18,965 ) $ (9,624 ) Net loss per share $ (0.23 ) $ (0.17 ) $ (0.15 ) $ (0.15 ) $ (0.23 ) $ (0.38 ) $ (0.27 ) $ (0.14 ) |
Build-to-Suit Lease
Build-to-Suit Lease | 12 Months Ended |
Dec. 31, 2017 | |
Leases Operating [Abstract] | |
Build-to-Suit Lease | NOTE 14 – BUILD-TO-SUIT LEASE Brisbane Build-to-Suit Lease In November 2017, the Company entered into a long-term property lease which includes construction by the lessor of a building with approximately 87,700 square feet of space, in Brisbane, California. Substantial completion of the building is estimated to occur in the last quarter of 2018. The lease agreement expires in May 2029, approximately ten years after substantial completion of the building. A letter of credit for $3.5 million was established as the deposit and is classified within other noncurrent assets in the financial statements. The Company has two options to extend the lease term for up to a combined additional ten years. The Company is deemed, for accounting purposes only, to be the owner of the entire project including the building shell, even though it is not the legal owner as a result of the cold shell condition of the building and involvement in the construction process. In connection with the Company’s accounting for this transaction, the Company capitalized the costs of construction as a build-to-suit property within property and equipment, net, and recognize a corresponding build-to-suit lease obligation, including interest. Fair value of the building was estimated at $20.9 million using comparable market prices per square foot for similar space for public real estate transactions in the surrounding area and is considered a Level 2 fair value measurement. As of December 31, 2017, $21.2 million was capitalized with a corresponding build-to-suit lease obligation recognized related to this lease for the building and construction costs. Point Pinole Build-to-Suit Lease In December 2015, the Company entered into a long-term property lease which includes construction by the lessor of a building with approximately 41,400 square feet of space, in Richmond, California. Substantial completion of the building was accomplished in December 2016 at which time the lease commenced. The lease agreement expires in December 2021, five years after substantial completion of the building. The Company has two options to extend the lease term for up to a combined additional ten years. The Company is deemed, for accounting purposes only, to be the owner of the entire project including the building shell, even though it is not the legal owner. In connection with the Company’s accounting for this transaction, the Company capitalized the costs of construction as a build-to-suit property within property and equipment, net, and recognize a corresponding build-to-suit lease obligation for the same amount. As of December 31, 2016, $3.9 million of costs were capitalized in buildings with a corresponding build-to-suit lease obligation recognized related to this lease. Construction has completed on the facility and as such a portion of the monthly lease payment is allocated to land rent and recorded as an operating lease expense and the non-interest portion of the amortized lease payments to the landlord related to the rent of the building is applied to reduce the build-to-suit lease obligation. |
Claims Settlement
Claims Settlement | 12 Months Ended |
Dec. 31, 2017 | |
Claims Settlement Disclosure [Abstract] | |
Claims Settlement | NOTE 15 – CLAIMS SETTLEMENT In September 2015, the Company received $14.5 million as a settlement with certain institutional investors that were beneficial owners of Sangamo’s common stock related to the disgorgement of short-swing profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended. The settlement of $9.5 million, net of a $5.0 million income tax benefit and certain expenses, was recognized as additional paid-in capital. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 16 – SUBSEQUENT EVENT In February 2018, the Company entered into a Collaboration and License Agreement with Kite Pharma, Inc. (“Kite”), a wholly-owned subsidiary of Gilead Sciences, Inc. (“Gilead”), for the research, development and commercialization of potential engineered cell therapies for cancer. The Company will work together with Kite on a research program under which the Company ZFNs and AAVs to disrupt and insert certain genes in T cells and NK cells, including the insertion of genes that encode CARs, T-cell receptors (“TCRs”) and NK cell receptors (“NKRs”) directed to mutually agreed targets. Kite will be responsible for all clinical development and commercialization of any resulting products. Except for confidentiality obligations and certain representations, warranties and covenants, which are effective upon execution, the effectiveness of the Kite agreement is subject to the expiration or termination of all applicable waiting periods under the Hart -Scott-Rodino Antitrust Improvements Act of 1976, as amended Under the terms of the Kite agreement, the Company will, upon the effectiveness of the Kite agreement, receive a $150 million upfront payment from Kite. Kite will reimburse the Company’s direct costs to conduct the joint research program under the Kite agreement, and Kite will be operationally and financially responsible for all subsequent development, manufacturing and commercialization of licensed products. The Company is also eligible to receive contingent development- and sales-based milestone payments that could total up to $3.01 billion if all of the specified milestones set forth in the Kite agreement are achieved. Of this amount, approximately $1.26 billion relates to the achievement of specified research, clinical development, regulatory and first commercial sale milestones, and approximately $1.75 billion relates to the achievement of specified sales-based milestones if annual worldwide net sales of licensed products reach specified levels. Each development- and sales-based milestone payment is payable (i) only once for each licensed product, regardless of the number of times that the associated milestone event is achieved by such licensed product, and (ii) only for the first ten times that the associated milestone event is achieved, regardless of the number of licensed products that may achieve such milestone event. In addition, will be entitled to receive escalating, tiered royalty payments with a percentage in the mid-single digits based on potential future annual worldwide net sales of l |
Organization and Summary of S24
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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 consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements include the accounts of Sangamo and its wholly-owned subsidiaries, Ceregene and Gendaq Limited, after elimination of all intercompany balances and transactions. |
Business Combinations | Business Combinations The Company accounts for acquisitions in accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations |
Cash and Cash Equivalents | Cash and Cash Equivalents Sangamo considers all highly-liquid investments purchased with original maturities of three months or less at the purchase date to be cash equivalents. Cash and cash equivalents consist of deposits in money market investment accounts. |
Marketable Securities | Marketable Securities Sangamo classifies its marketable securities as available-for-sale and records its investments at estimated fair value based on quoted market prices or observable market inputs of almost identical assets, with the unrealized holding gains and losses included in accumulated other comprehensive income. The Company’s investments are subject to a periodic impairment review. 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. Realized gains and losses on available-for-sale securities are included in other income, which is determined using the specific identification method. |
Fair Value Measurements | Fair Value Measurements The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities. Marketable securities and contingent consideration liabilities are stated at their estimated fair values. The counterparties to the agreements relating to the Company’s investment securities consist of the US Treasury, governmental agencies, various major corporations and financial institutions with high credit standing. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets (generally three to five years). For leasehold improvements, amortization is calculated using the straight-line method based on the shorter of the useful life or the lease term. The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
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, 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. During the fourth quarter of 2016, we revised our estimated performance period under the Bioverativ license agreement from June 2019 to June 2020, which also extended the recognition period of the related up-front payment we received upon entering this agreement (See Note 5). This change decreased revenues by $4.3 million and increased net loss and net loss per share by $0.06 for the year ended December 31, 2016. |
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 agreement 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, or VSOE, if available; third-party evidence, or TPE, if available and VSOE is not available; or the best estimate of selling price, or 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, or Shire, in January 2012, Biogen MA Inc., or Biogen, in January 2014, and Pfizer Inc., or Pfizer, in May and December of 2017, 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 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 but not 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. During 2017, revenues related to Pfizer and Bioverativ represented 47% and 34%, respectively, of the Company’s total revenue. During 2016 revenue related to Bioverativ, DAS and Shire represented 46%, 26%, and 17%, respectively, of total revenue. During 2015 revenue related to Shire and Biogen represented 40% and 35%, respectively, of total revenues. Receivables from collaborations are typically unsecured and are concentrated in the biopharmaceutical industry. Accordingly, we may be exposed to credit risk generally associated with biopharmaceutical companies or specific to our collaboration agreements. To date, we have not experienced any losses related to these receivables. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of direct and research-related allocated overhead costs such as facilities costs, salaries and related personnel costs, and material and supply costs. In addition, research and development expenses include costs related to clinical trials, validation of the Company’s testing processes and procedures as well as related overhead expenses. Research and development costs incurred in connection with collaborator-funded activities are expensed as incurred. Costs to acquire technologies that are utilized in research and development that have no alternative future use are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based payment awards made to Sangamo employees and directors, including employee share options, restricted stock units (RSUs) and employee stock purchases related to the Employee Stock Purchase Plan (ESPP), based on estimated fair values at the award grant date. The fair value of stock-based awards is amortized over the vesting period of the award using a straight-line method. To estimate the fair value of an award, the Company uses the Black-Scholes option pricing model. This model requires inputs such as expected life, expected volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. While estimates of expected life and volatility are derived primarily from the Company’s historical data, the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected life assumption. Further, the Company adopted Accounting Standards Update (ASU) 2016-09 and accounts for forfeitures in the period they occur. |
Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets As part of the Ceregene acquisition the Company recognized indefinite-lived intangible assets for in-process research and development and goodwill as further discussed below. ASC 350 and related updates require companies to test indefinite-lived intangible assets for impairment annually, and more frequently if indicators of impairment exist. ASC 350 includes an optional qualitative assessment for testing indefinite-lived intangible assets for impairment that permits companies to assess whether it is more likely than not (i.e., a likelihood of greater than 50%) that an indefinite-lived intangible asset is impaired. If a company concludes based on the qualitative assessment that it is not more likely than not that the fair value of an indefinite-lived intangible asset or, in the case of goodwill, that the fair value of the related reporting unit, is less than carrying value, it would not have to determine the asset’s or reporting unit’s fair value, as applicable. |
In-Process Research and Development | In-Process Research and Development Intangible assets related to in-process research and development costs, or IPR&D, are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. Prior to completion of the research and development efforts, the assets are considered indefinite-lived. During this period, the assets will not be amortized but will be tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D projects below their respective carrying amounts. 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 did not believe the programs have an alternative future use for itself or other market participants. Accordingly, the Company recognized a $1.9 million impairment charge related to these assets during the year ended December 31, 2015, which was recognized as research and development (R&D) in the accompanying consolidated statements of operations. |
Goodwill | Goodwill Goodwill represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed in a business combination and is considered to be indefinite-lived. Goodwill is not amortized but is tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate an impairment of goodwill has occurred. During the fourth quarter of 2017, the Company performed an assessment of the qualitative factors affecting the fair value of its reporting unit and concluded that it was not more likely than not that the fair value of its reporting unit was less than carrying value and that, as a result, it is not more likely than not that goodwill is impaired. |
Contingent Consideration Liability | Contingent Consideration Liability Under the merger agreement with Ceregene, the Company is required to make contingent earn-out payments 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. These earn-out payments will become payable in the period they are earned. In accordance with ASC Topic 805, the Company determined the fair value of this liability for contingent consideration on the acquisition date using a probability-weighted discounted cash flow analysis. During the year ended December 31, 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 IPR&D assets acquired from Ceregene. |
Income Taxes | Income Taxes Income tax expense has been provided using the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is not more likely than not that the deferred tax assets will be realized. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share has been computed by dividing 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 options and restricted stock units, which are all anti-dilutive. All stock options and restricted stock units outstanding were excluded from the calculation of diluted net loss per share for all periods presented. Stock options and restricted stock units outstanding at the end of 2017, 2016 and 2015 were 8,367,628, 9,578,322, and 9,008,185, respectively. |
Segments | Segments The Company operates in one segment. Management uses one measure of profitability and does not segregate its business for internal reporting. As of December 31, 2017 and 2016, all of the Company’s assets were maintained in the U.S. For the years ended December 31, 2017, 2016 and 2015, substantially all the Company’s revenues and operating expenses were generated and incurred in the U.S. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016 the Financial Accounting Standards Board (FASB) issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718). The amendments in ASU 2016-09 affect all entities that issue share-based payment awards to their employees and involve multiple aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company adopted the ASU in the first quarter of 2017 and it did not have a material impact on the Company’s consolidated financial statements. The impact of ASU 2016-09 as it relates to stock-based compensation for deferred tax assets and liabilities balances were not material to the Company's consolidated financial statements. In February 2016 the FASB issued ASU No. 2016-02 (ASU 2016-02) “ Leases In May 2014 the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The Company will adopt ASC 606 during the first quarter of 2018 and using the modified retrospective method. The Company has substantially completed its evaluation of the impact of adopting ASC 606 on its contracts with Bioverativ, Shire, DAS, and Sigma (as defined below). The Company’s performance obligations with respect to Shire, DAS and Sigma were substantially complete at December 31, 2017 and any future receipts are contingent upon these counterparties achieving specified development, commercial, and/or sales targets and would be in the form of milestones or royalties, all of which management concluded are constrained at December 31, 2017 as defined under ASC 606. The Company has also performed an assessment of the impact of adopting ASC 606 on its Bioverativ collaboration arrangement and has preliminarily concluded that the timing of the recognition of up-front payments and research and development reimbursements will be decelerated under the new guidance while development and commercialization milestones are constrained at December 31, 2017, as defined under ASC 606. Based on this assessment, management has preliminarily concluded that the transition adjustment to be recognized on January 1, 2018 will be less than $5.0 million and will result in a decrease to accumulated deficit and an increase to deferred revenue at that date as a result of decelerating the recognition of amounts related to research and development reimbursements and up-front payments under ASC 606. The Company has not completed its assessment of the effect that the adoption of ASC 606 will have on its agreements with Pfizer that were entered into during 2017. The Company has preliminarily concluded that any potential milestone and royalty payments payable under these agreements are constrained at December 31, 2017, as defined under ASC 606, and thus will not result in a change upon adoption of ASC 606 from the accounting for such payments under ASC 605. No revenue or other amounts were recognized in 2017 related to the agreement that was entered into with Pfizer in late December 2017 and, accordingly, management does not expect any amounts to be recognized as part of the January 2018 transition adjustment related to this agreement. During 2017, the Company recognized as revenue $17.0 million of the $70.0 million up-front payment received from agreement the Company entered into with Pfizer in May 2017, the amount and timing of which may change upon adoption of ASC 606. The estimates of the expected effects of the Company’s adoption of ASU 2014-09 represent management’s best estimates of the effects of adopting ASU 2014-09 at the time of the preparation of this Annual Report on Form 10-K. The actual, final quantitative effects of the adoption of ASU 2014-09 are subject to change from these estimates and such change may be significant, pending the completion of the Company’s assessment in the first quarter of 2018. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 cash equivalents, available-for-sale securities and the contingent consideration liability are identified at the following levels within the fair value hierarchy (in thousands): December 31, 2017 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 24,290 $ 24,290 $ — $ — Commercial paper securities 4,595 — 4,595 — Total 28,885 24,290 4,595 — Marketable securities: Commercial paper securities 110,247 — 110,247 — Corporate debt securities 75,755 — 75,755 — U.S. government-sponsored entity debt securities 8,492 — 8,492 — Total 194,494 — 194,494 — Total cash equivalents and marketable securities $ 223,379 $ 24,290 $ 199,089 — December 31, 2016 Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 18,992 $ 18,992 $ — $ — Total 18,992 18,992 — — Marketable securities: Commercial paper securities 23,185 — 23,185 — Corporate debt securities 10,004 — 10,004 — U.S. government-sponsored entity debt securities 87,285 — 87,285 — Total 120,474 — 120,474 — Total cash equivalents and marketable securities $ 139,466 $ 18,992 $ 120,474 $ — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Cash Equivalents and Available-for-Sale Securities | The table below summarizes the Company’s cash equivalents and available-for-sale securities (in thousands): Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains (Losses) Fair Value December 31, 2017 Cash equivalents: Money market funds $ 24,290 $ — $ — $ 24,290 Commercial paper securities 4,595 — — 4,595 Total 28,885 — — 28,885 Available-for-sale securities: Commercial paper securities 110,365 — (118 ) 110,247 Corporate debt securities 75,886 — (131 ) 75,755 U.S. government-sponsored entity debt securities 8,498 — (6 ) 8,492 Total 194,749 — (255 ) 194,494 Total cash equivalents and available-for-sale securities $ 223,634 — $ (255 ) $ 223,379 December 31, 2016 Cash equivalents: Money market funds $ 18,992 $ — $ — $ 18,992 Total 18,992 — — 18,992 Available-for-sale securities: Commercial paper securities 23,112 73 — 23,185 Corporate debt securities 10,005 — (1 ) 10,004 U.S. government-sponsored entity debt securities 87,307 3 (25 ) 87,285 Total 120,424 76 (26 ) 120,474 Total cash equivalents and available-for-sale securities $ 139,416 $ 76 $ (26 ) $ 139,466 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation Expense | The following table shows total stock-based compensation expense recognized in the accompanying consolidated statements of operations (in thousands): Year Ended December 31, 2017 2016 2015 Research and development $ 5,031 $ 6,463 $ 6,444 General and administrative 4,058 8,594 5,286 Total stock-based compensation expense $ 9,089 $ 15,057 $ 11,730 |
Assumptions Used for Estimating Fair Value of Employee Stock Options | The assumptions used for estimating the fair value of the employee stock options are as follows: Year Ended December 31, 2017 2016 2015 Risk-free interest rate 1.81-2.28% 1.13-1.61% 1.46-1.58% Expected life of option (in years) 5.73-5.83 5.28-5.29 5.25-5.31 Expected dividend yield of stock 0 % 0 % 0 % Expected volatility 0.71-0.72 0.68-0.70 0.66-0.67 |
Weighted-Average Assumptions Used for Estimating Fair Value of ESPP Purchase Rights | The weighted–average assumptions used for estimating the fair value of the ESPP purchase rights are as follows: Year Ended December 31, 2017 2016 2015 Risk-free interest rate 0.44-0.76% 0.41-0.80% 0.06-0.33% Expected life of option (in years) 0.5-2.0 0.5-2.0 0.5-2.0 Expected dividend yield of stock 0 % 0 % 0 % Expected volatility 0.66-0.82 0.71-0.76 0.55-0.70 |
Major Customers, Partnerships28
Major Customers, Partnerships and Strategic Alliances (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Bioverativ Inc [Member] | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Revenues Recognized under Agreement | Revenues recognized under the Bioverativ Agreement for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands): Year Ended December 31, 2017 2016 2015 Revenue related to Bioverativ Collaboration: Recognition of upfront fee $ 1,769 $ 2,321 $ 6,176 Research services 10,489 6,565 7,769 Total $ 12,258 $ 8,886 $ 13,945 |
Shire AG [Member] | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Revenues Recognized under Agreement | Revenues recognized under the Shire Agreement for the years ended December 31, 2017, 2016 and 2015, were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Revenue related to Shire Collaboration: Recognition of upfront fee $ 2,333 $ 2,181 $ 2,167 Research services 116 1,096 13,584 Total $ 2,449 $ 3,277 $ 15,751 |
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 years ended December 31, 2017, 2016 and 2015, were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Revenue related to Sigma Collaboration: Royalty revenues $ 452 $ 137 $ 390 License fee revenues 267 1,140 4,463 Total $ 719 $ 1,277 $ 4,853 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following (in thousands): December 31 , 2017 2016 Laboratory equipment $ 7,572 $ 6,206 Furniture and fixtures 1,494 636 Leasehold improvements 3,425 1,330 Buildings 3,876 3,876 Total 16,367 12,048 Less accumulated depreciation and amortization (6,951 ) (5,639 ) Construction in Progress 21,650 148 $ 31,066 $ 6,557 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Payments under Contractual Obligations | Future minimum payments under lease obligations at December 31, 2017 consist of the following (in thousands): Fiscal Year: 2018 $ 1,685 2019 2,925 2020 3,795 2021 3,798 2022 3,335 Thereafter 23,896 Total minimum payments $ 39,434 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of Sangamo’s stock option activity is as follows: Weighted- Average Weighted Average Aggregate Number of Exercise per Remaining Intrinsic Shares Share Price Contractual Value (In years) (In Options outstanding at December 31, 2016 9,256,506 $ 8.31 Options granted 3,091,125 $ 6.48 Options exercised (2,030,815 ) $ 7.76 Options canceled (2,029,360 ) $ 8.28 Options outstanding at December 31, 2017 8,287,456 $ 7.77 6.69 $ 71,658 Options vested and expected to vest at December 31, 2017 8,287,456 $ 7.77 6.69 $ 71,658 Options exercisable at December 31, 2017 3,881,078 $ 8.99 4.13 $ 28,864 |
Summary of Stock Options Outstanding | The following table summarizes information with respect to stock options outstanding at December 31, 2017: Options Outstanding and Exercisable Options Exercisable Number of Number of Shares of Shares of common stock Weighted Average common stock subject to Remaining subject to Weighted Average Range of Exercise Price options Contractual Life options Exercise Price (In years) $2.55 – $3.45 612,318 7.92 214,920 $ 3.13 $3.50 – $3.50 1,527,625 9.07 — $ — $3.55 – $5.41 1,212,567 5.24 672,930 $ 5.34 $5.42 – $7.07 1,501,051 5.53 967,506 $ 6.11 $7.20 – $9.41 1,199,546 7.17 551,162 $ 9.06 $9.45 – $13.35 885,599 5.52 659,946 $ 11.92 $13.54 – $15.00 1,148,250 6.26 668,752 $ 14.07 $15.11 – $18.26 178,000 7.31 124,561 $ 16.41 $19.51 – $19.51 10,000 6.14 9,583 $ 19.51 $19.80 – $19.80 12,500 6.23 11,718 $ 19.80 8,287,456 6.69 3,881,078 $ 8.99 |
Summary of Restricted Stock Unit Activity | A summary of Sangamo’s RSU activity is as follows: Number Weighted Average of Remaining Aggregate Intrinsic Shares Contractual Term Value (In years) (In thousands) RSUs outstanding at December 31, 2016 321,816 RSUs awarded 12,600 RSUs released (112,917 ) RSUs forfeited (141,327 ) RSUs outstanding at December 31, 2017 80,172 0.90 $ 1,315 RSUs vested and expected to vest at December 31, 2017 80,172 0.90 $ 1,315 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Summary of Benefit for Income Taxes | The benefit for income taxes consisted of the following (in thousands): Year Ended December 31, 2017 2016 2015 Benefit for income taxes: Current: Federal $ — $ — $ — State — — — Subtotal — — — Deferred: Federal $ — $ (12 ) $ (5,563 ) State — (2 ) (159 ) Subtotal — (14 ) (5,722 ) Income tax benefit $ — $ (14 ) $ (5,722 ) |
Schedule of Difference Between Benefit for Income Taxes and Federal Statutory Income Tax Rate | The difference between the benefit for income taxes and the amount computed by applying the federal statutory income tax rate to loss before taxes is explained as follows (in thousands): Year Ended December 31, 2017 2016 2015 Tax at federal statutory rate $ (18,553 ) $ (24,369 ) $ (15,785 ) State taxes, net 795 (747 ) 4,840 Federal Rate Change 53,045 — — Non-deductible stock compensation 2,120 2,781 1,085 Research credits (869 ) (1,424 ) (814 ) Change in valuation allowance (36,575 ) 23,773 5,043 Other 37 (28 ) (91 ) Income tax benefit $ — $ (14 ) $ (5,722 ) |
Schedule of Company's Deferred Tax Assets | Significant components of the Company’s deferred tax assets are as follows (in thousands): December 31 , 2017 2016 Assets: Deferred tax assets: Net operating loss carryforwards $ 91,308 $ 114,222 Research and development tax credit carryforwards 15,147 12,518 Stock-based compensation 3,168 8,565 Deferred revenue 934 2,918 Other 2,276 3,492 Total deferred tax asset 112,833 141,715 Valuation allowance 112,833 141,715 Net deferred tax assets $ — $ — Liabilities: Net deferred tax liability related to intangible assets — — Total deferred tax liability $ — $ — |
Summary of Activity Related to Company's Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands): December 31, 2017 2016 2015 Beginning balance $ 5,045 $ 8,330 $ 3,438 Additions based on tax positions related to the current year 622 1,023 557 Additions for tax positions of prior years (8 ) 27 4,335 Reductions for tax positions of prior years — (4,335 ) — Ending balance $ 5,659 $ 5,045 $ 8,330 |
Accounts Payable and Accrued 33
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consist of the following (in thousands): December 31 , 2017 2016 Accounts payable $ 16 $ 2,580 Accrued research and development expenses 7,898 2,887 Accrued professional fees 1,318 270 Deferred rent 417 498 Other 1,386 26 Total accounts payable and accrued liabilities $ 11,035 $ 6,261 |
Quarterly Financial Data (Una34
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | The following table sets forth certain unaudited quarterly financial data for the eight quarters ended December 31, 2016. 2017 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Revenues $ 3,425 $ 8,253 $ 11,812 $ 13,077 $ 3,942 $ 3,702 $ 2,823 $ 8,922 Expenses $ 20,217 $ 21,021 $ 24,847 $ 26,843 $ 20,623 $ 30,544 $ 22,029 $ 18,752 Net loss $ (16,632 ) $ (12,491 ) $ (12,354 ) $ (13,091 ) $ (16,494 ) $ (26,575 ) $ (18,965 ) $ (9,624 ) Net loss per share $ (0.23 ) $ (0.17 ) $ (0.15 ) $ (0.15 ) $ (0.23 ) $ (0.38 ) $ (0.27 ) $ (0.14 ) |
Organization and Summary of S35
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Thousands | May 10, 2017USD ($) | Jan. 31, 2014USD ($) | Jan. 31, 2012USD ($) | Dec. 31, 2017USD ($)Segmentsshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares |
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Liquid investments purchased with original maturities | three months or less | |||||
Percentage of likelihood of indefinite lived intangible assets being impaired | 50.00% | |||||
Impairment charge | $ 1,870 | |||||
Change in fair value of contingent liability | $ (1,800) | |||||
Stock options and restricted stock units outstanding | shares | 8,367,628 | 9,578,322 | 9,008,185 | |||
Number of operating segments | Segments | 1 | |||||
Bioverativ Inc [Member] | ||||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Revenue recognized | $ 1,769 | $ 2,321 | $ 6,176 | |||
Up-front payment received from agreement | $ 20,000 | |||||
Bioverativ Inc [Member] | Customer Concentration Risk [Member] | Total revenues [Member] | ||||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Percentage of revenues | 34.00% | 46.00% | ||||
Bioverativ Inc [Member] | Collaboration Contract Performance Period | ||||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Increase in basic net loss per share | $ / shares | $ 0.06 | |||||
Decrease in revenues | $ 4,300 | $ 4,300 | ||||
Pfizer [Member] | ||||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Revenue recognized | 17,000 | |||||
Up-front payment received from agreement | $ 70,000 | |||||
Pfizer [Member] | ASU No. 2014-09 [Member] | ||||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Revenue recognized | $ 17,000 | |||||
Up-front payment received from agreement | $ 70,000 | |||||
Pfizer [Member] | Customer Concentration Risk [Member] | Total revenues [Member] | ||||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Percentage of revenues | 47.00% | |||||
Dow Agro Sciences [Member] | Customer Concentration Risk [Member] | Total revenues [Member] | ||||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Percentage of revenues | 26.00% | |||||
Shire AG [Member] | ||||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Revenue recognized | $ 2,333 | $ 2,181 | $ 2,167 | |||
Up-front payment received from agreement | $ 13,000 | |||||
Shire AG [Member] | Customer Concentration Risk [Member] | Total revenues [Member] | ||||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Percentage of revenues | 17.00% | 40.00% | ||||
Biogen Inc [Member] | Customer Concentration Risk [Member] | Total revenues [Member] | ||||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Percentage of revenues | 35.00% | |||||
Minimum [Member] | ||||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of related assets | 3 years | |||||
Maximum [Member] | ||||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of related assets | 5 years | |||||
Maximum [Member] | ASU No. 2014-09 [Member] | Pro Forma [Member] | ||||||
Organization and Summary of Significant Accounting Policies [Line Items] | ||||||
Estimated impact of the adoption of standard | $ 5,000 |
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 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 223,379 | $ 139,466 |
Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 24,290 | 18,992 |
Commercial paper securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4,595 | |
Fair value on recurring basis [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 28,885 | 18,992 |
Total marketable securities | 194,494 | 120,474 |
Total cash equivalents and marketable securities | 223,379 | 139,466 |
Fair value on recurring basis [Member] | Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 24,290 | 18,992 |
Fair value on recurring basis [Member] | Commercial paper securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4,595 | |
Total marketable securities | 110,247 | 23,185 |
Fair value on recurring basis [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 24,290 | 18,992 |
Total cash equivalents and marketable securities | 24,290 | 18,992 |
Fair value on recurring basis [Member] | Level 1 [Member] | Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 24,290 | 18,992 |
Fair value on recurring basis [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4,595 | |
Total marketable securities | 194,494 | 120,474 |
Total cash equivalents and marketable securities | 199,089 | 120,474 |
Fair value on recurring basis [Member] | Level 2 [Member] | Commercial paper securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 4,595 | |
Total marketable securities | 110,247 | 23,185 |
Fair value on recurring basis [Member] | Corporate debt securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 75,755 | 10,004 |
Fair value on recurring basis [Member] | Corporate debt securities [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 75,755 | 10,004 |
Fair value on recurring basis [Member] | U.S. government sponsored entity debt securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total marketable securities | 8,492 | 87,285 |
Fair value on recurring basis [Member] | 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 | $ 8,492 | $ 87,285 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value Disclosures [Abstract] | |
Decrease in the total fair value of contingent consideration | $ (1,800) |
Marketable Securities - Summary
Marketable Securities - Summary of Cash Equivalents and Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Available For Sale Securities [Line Items] | ||||
Cash and cash equivalents | $ 49,826 | $ 22,061 | $ 69,482 | $ 6,030 |
Amortized Cost | 223,634 | 139,416 | ||
Gross Unrealized Gains | 76 | |||
Gross Unrealized (Losses) | (255) | (26) | ||
Estimated Fair Value | 223,379 | 139,466 | ||
Available-for-sale securities [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 194,749 | 120,424 | ||
Gross Unrealized Gains | 76 | |||
Gross Unrealized (Losses) | (255) | (26) | ||
Estimated Fair Value | 194,494 | 120,474 | ||
Money market funds [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Cash and cash equivalents | 24,290 | 18,992 | ||
Total cash equivalents | 24,290 | 18,992 | ||
Commercial paper securities [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Cash and cash equivalents | 4,595 | |||
Total cash equivalents | 4,595 | |||
Commercial paper securities [Member] | Available-for-sale securities [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 110,365 | 23,112 | ||
Gross Unrealized Gains | 73 | |||
Gross Unrealized (Losses) | (118) | |||
Estimated Fair Value | 110,247 | 23,185 | ||
Cash equivalents [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Cash and cash equivalents | 28,885 | 18,992 | ||
Total cash equivalents | 28,885 | 18,992 | ||
Corporate debt securities [Member] | Available-for-sale securities [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 75,886 | 10,005 | ||
Gross Unrealized (Losses) | (131) | (1) | ||
Estimated Fair Value | 75,755 | 10,004 | ||
U.S. government sponsored entity debt securities [Member] | Available-for-sale securities [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Amortized Cost | 8,498 | 87,307 | ||
Gross Unrealized Gains | 3 | |||
Gross Unrealized (Losses) | (6) | (25) | ||
Estimated Fair Value | $ 8,492 | $ 87,285 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Investments Debt And Equity Securities [Abstract] | |||
Investments maturity period | 2 years | ||
Realized losses from the sale of available-for-sale securities | $ 0 | $ 0 | $ 0 |
Investments other-than-temporarily impaired | $ 0 | $ 0 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 9,089 | $ 15,057 | $ 11,730 |
Research and development [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 5,031 | 6,463 | 6,444 |
General and administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 4,058 | $ 8,594 | $ 5,286 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total compensation cost related to unvested stock options and RSU | $ 16,100,000 | ||
Weighted-average period of unvested stock options and RSU | 2 years 9 months 14 days | ||
Capitalized stock-based employee compensation expense | $ 0 | $ 0 | $ 0 |
Weighted-average estimated fair value per share of options granted | $ 4.10 | $ 3.14 | $ 5.72 |
Issuance of common stock under employee stock purchase plan, shares | 253,994 | 202,711 | 128,181 |
Stock issued under employee stock purchase plans, average exercise price | $ 3.22 | $ 4.04 | $ 7.10 |
Weighted-average estimated fair value of shares purchased under ESPP plan | $ 2.37 | $ 2.27 | $ 4.42 |
Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total compensation cost related to unvested stock options and RSU | $ 700,000 | ||
Weighted-average period of unvested stock options and RSU | 1 year 10 days |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used for Estimating Fair Value of Employee Stock Options (Detail) - Employee Stock Options [Member] | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected dividend yield of stock | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.81% | 1.13% | 1.46% |
Expected life of option (in years) | 5 years 8 months 23 days | 5 years 3 months 10 days | 5 years 3 months |
Expected volatility | 0.71% | 0.68% | 0.66% |
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 2.28% | 1.61% | 1.58% |
Expected life of option (in years) | 5 years 9 months 29 days | 5 years 3 months 14 days | 5 years 3 months 21 days |
Expected volatility | 0.72% | 0.70% | 0.67% |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Used for Estimating Fair Value of ESPP Purchased Rights (Detail) - 2010 Employee Stock Purchase Plan [Member] | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected dividend yield of stock | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 0.44% | 0.41% | 0.06% |
Expected life of option (in years) | 6 months | 6 months | 6 months |
Expected volatility | 0.66% | 0.71% | 0.55% |
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 0.76% | 0.80% | 0.33% |
Expected life of option (in years) | 2 years | 2 years | 2 years |
Expected volatility | 0.82% | 0.76% | 0.70% |
Major Customers, Partnerships44
Major Customers, Partnerships and Strategic Alliances - Additional Information (Detail) | Dec. 28, 2017USD ($) | May 10, 2017USD ($) | Jan. 31, 2014USD ($)Program | Jun. 30, 2012Targets | Jan. 31, 2012USD ($)Targets | Dec. 31, 2017USD ($)Product | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Number of research programs | Program | 2 | ||||||||
Pfizer [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Revenues under agreement | $ 70,000,000 | ||||||||
Potential amount eligible to receive for certain milestones | 208,500,000 | ||||||||
Milestone revenue receivable | 475,000,000 | ||||||||
Milestone payments received | $ 0 | ||||||||
Number of products approved | Product | 0 | ||||||||
Royalty revenues | $ 0 | ||||||||
Research program to develop laboratory research reagents | 32 months | ||||||||
Deferred revenue | $ 53,000,000 | ||||||||
Recognition of upfront fee | 17,000,000 | ||||||||
Bioverativ Inc [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Revenues under agreement | $ 20,000,000 | ||||||||
Potential amount eligible to receive for certain milestones | 115,800,000 | ||||||||
Potential amount to be funded for achievement of specified commercialized and sales milestones | $ 160,500,000 | ||||||||
Milestone payments received | $ 0 | ||||||||
Number of products approved | Product | 0 | ||||||||
Royalty revenues | $ 0 | ||||||||
Research program to develop laboratory research reagents | 44 months | ||||||||
Deferred revenue | $ 4,600,000 | ||||||||
Recognition of upfront fee | 1,769,000 | $ 2,321,000 | $ 6,176,000 | ||||||
Shire AG [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Revenues under agreement | $ 13,000,000 | ||||||||
Deferred revenue | 2,300,000 | ||||||||
Recognition of upfront fee | $ 2,333,000 | $ 2,181,000 | 2,167,000 | ||||||
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 | ||||||||
Recognition of milestone | $ 1,000,000 | ||||||||
Amount reimbursed and recognized related to prior obligations | $ 3,400,000 | ||||||||
SB-525 [Member] | Pfizer [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Potential amount to be funded for achievement of specified commercialized and sales milestones | 266,500,000 | ||||||||
C9ORF72 [Member] | Pfizer [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Revenues under agreement | $ 12,000,000 | ||||||||
Maximum [Member] | SB-525 [Member] | Pfizer [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Milestone revenue receivable | 300,000,000 | ||||||||
Maximum [Member] | Other Products [Member] | Pfizer [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Milestone revenue receivable | $ 175,000,000 | ||||||||
Maximum [Member] | C9ORF72 [Member] | Pfizer [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||
Potential amount eligible to receive for certain milestones | 60,000,000 | ||||||||
Potential amount to be funded for achievement of specified commercialized and sales milestones | $ 90,000,000 |
Major Customers, Partnerships45
Major Customers, Partnerships and Strategic Alliances - Revenues Recognized under Agreement (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Bioverativ Inc [Member] | |||
Revenues: | |||
Recognition of upfront fee | $ 1,769,000 | $ 2,321,000 | $ 6,176,000 |
Royalty revenues | 0 | ||
Research services | 10,489,000 | 6,565,000 | 7,769,000 |
Total | 12,258,000 | 8,886,000 | 13,945,000 |
Shire AG [Member] | |||
Revenues: | |||
Recognition of upfront fee | 2,333,000 | 2,181,000 | 2,167,000 |
Research services | 116,000 | 1,096,000 | 13,584,000 |
Total | 2,449,000 | 3,277,000 | 15,751,000 |
Sigma-Aldrich Corporation [Member] | |||
Revenues: | |||
Royalty revenues | 452,000 | 137,000 | 390,000 |
License fee revenues | 267,000 | 1,140,000 | 4,463,000 |
Total | $ 719,000 | $ 1,277,000 | $ 4,853,000 |
Major Customers, Partnerships46
Major Customers, Partnerships and Strategic Alliances - Agreement with Sigma-Aldrich Corporation - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2009 | Dec. 31, 2017 | Dec. 31, 2007 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Common stock issued under license agreement | $ 81,573 | ||
Sigma-Aldrich Corporation [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Developed laboratory research reagents, research services period | 3 years | ||
Upfront license fee | $ 20,000 | ||
Public offering, common stock shares issued | 636,133 | ||
Reduced royalty rate | 10.50% | ||
Funding available under the amended agreement | $ 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] | |||
Revenues under agreement | $ 5,000 |
Major Customers, Partnerships47
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 ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2005 | |
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 | |||
Revenue attributable to research and development | $ 3,000,000 | $ 5,100,000 | $ 3,000,000 | |
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 |
Acquisition of Ceregene - Addit
Acquisition of Ceregene - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Mar. 31, 2015 | |
Business Acquisition [Line Items] | |||||
Impairment charge | $ 1,870,000 | ||||
Goodwill | $ 1,585,000 | $ 1,585,000 | |||
Ceregene, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, transferred, shares | 100,000 | ||||
Sangamo shares of common stock | $ 1,200,000 | ||||
Contingent earn-out | 1,500,000 | ||||
Fair value of contingent earn-out liability | 1,800,000 | $ 0 | |||
Estimated fair values of in-process research and development | 1,900,000 | ||||
Impairment charge | $ 1,900,000 | ||||
Goodwill | $ 1,600,000 | ||||
Goodwill impairment recognized | $ 0 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 16,367 | $ 12,048 |
Less accumulated depreciation and amortization | (6,951) | (5,639) |
Property and equipment, net | 31,066 | 6,557 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 7,572 | 6,206 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 1,494 | 636 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 3,425 | 1,330 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 3,876 | 3,876 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 21,650 | $ 148 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 1,498 | $ 997 | $ 988 | |
Construction in Progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Costs capitalized | 300 | |||
Richmond Build-to-Suit Lease [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Costs capitalized | $ 3,900 | |||
Brisbane Build-to-Suit Lease [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Costs capitalized | 21,200 | |||
Brisbane Build-to-Suit Lease [Member] | Building [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Costs capitalized | $ 20,900 | $ 20,900 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2017ft² | Dec. 31, 2017USD ($)ft²Property | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Commitments And Contingencies [Line Items] | ||||
Additional property available under lease | Property | 3 | |||
Number of built-to-suit lease properties | Property | 2 | |||
Rent expenses | $ | $ 1.1 | $ 1 | $ 0.9 | |
Intellectual Property [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
License commitments | $ | $ 5.2 | |||
Richmond Build-to-Suit Lease [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Lease expiration date | Dec. 31, 2021 | |||
Property leased | ft² | 41,400 | |||
Brisbane Build-to-Suit Lease [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Lease expiration date | May 31, 2029 | |||
Property leased | ft² | 87,700 | 87,700 | ||
Brisbane Build-to-Suit Lease [Member] | Tenant Improvements [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Other commitments for next twelve months | $ | $ 8.8 | |||
Services Agreement to Provide Dedicated Capacity to Supply Preclinical and Clinical Programs [Member] | Tenant Improvements [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Other commitments for next twelve months | $ | $ 8.7 | |||
Operating Lease One [Member] | Research and Office Space [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Area of space leased | ft² | 7,700 | |||
Lease expiration date | Aug. 31, 2019 | |||
Operating Lease Two [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Area of space leased | ft² | 6,200 | |||
Lease expiration date | Jul. 31, 2021 |
Commitments and Contingencies52
Commitments and Contingencies - Summary of Future Minimum Payments under Contractual Obligations (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 1,685 |
2,019 | 2,925 |
2,020 | 3,795 |
2,021 | 3,798 |
2,022 | 3,335 |
Thereafter | 23,896 |
Total minimum payments | $ 39,434 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 26, 2017USD ($)$ / sharesshares | Jun. 22, 2015shares | Mar. 31, 2017USD ($)shares | Dec. 31, 2017USD ($)Installment$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Nov. 10, 2017shares | May 26, 2017USD ($) | Dec. 07, 2016USD ($) |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Preferred shares authorized | 5,000,000 | ||||||||
Net proceeds from issuance of common stock, after deducting offering expenses | $ | $ 81,573 | ||||||||
Stock option maximum term | 4 years 1 month 17 days | ||||||||
Specified stockholder ownership percentage | 10.00% | ||||||||
Purchase price of common stock percent under stock incentive plans for specified stockholder | 110.00% | ||||||||
Stock option maximum term for specified stockholder | 5 years | ||||||||
Share of common stock subject to a stock option or stock appreciation right | 100.00% | ||||||||
Fixed ratio shares of common stock | 1.33 | ||||||||
Intrinsic value of options exercised | $ | $ 12,300 | $ 100 | $ 6,400 | ||||||
Options outstanding, Aggregate Intrinsic Value | $ | 71,658 | ||||||||
Options exercisable, Aggregate Intrinsic Value | $ | 28,864 | ||||||||
Options vested and expected to vest, aggregate intrinsic value | $ | $ 71,700 | 0 | 14,000 | ||||||
Restricted stock units awarded | 12,600 | ||||||||
Total payments for the employees' tax obligations to taxing authorities | $ | $ 654 | $ 776 | $ 1,546 | ||||||
Share-Based Compensation Awards, Tranche 2 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted vesting percentage | 0.33% | ||||||||
Share-Based Compensation Awards, Tranche 3 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted vesting percentage | 0.33% | ||||||||
2013 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percent of fair value per share of common stock on option grant date | 100.00% | ||||||||
Stock options vesting period | 4 years | ||||||||
Stock options expiration term | 10 years | ||||||||
Stock reserved for issuance under plan | 14,100,000 | ||||||||
Additional shares authorized under 2013 stock incentive plan | 5,300,000 | 4,400,000 | |||||||
Shares reserved for issuance of future awards | 3,601,633 | ||||||||
2004 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock reserved for issuance under plan | 9,700,000 | ||||||||
Amended and Restated 2013 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock reserved for issuance under plan | 1,000,000 | ||||||||
2010 Employee Stock Purchase Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percent of fair value per share of common stock on option grant date | 85.00% | ||||||||
Stock reserved for issuance under plan | 2,100,000 | ||||||||
Purchase plan offering period | 2 years | ||||||||
Purchase plan purchase period | 6 months | ||||||||
Shares reserved for issuance of future awards | 835,674 | ||||||||
Maximum [Member] | 2013 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option maximum term | 10 years | ||||||||
Employee Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares subject to repurchase rights | 0 | ||||||||
Employee Stock Options [Member] | 2013 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based vesting rights | Options granted under the 2013 Plan generally vest over four years at a rate of 25 percent one year from the grant date and one thirty-sixth per month thereafter and expire ten years after the grant, or earlier upon employment termination. | ||||||||
Stock options granted vesting percentage | 25.00% | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share based vesting rights | These awards generally vest as follows: one-third of the award will vest in a series of three successive equal annual installments. | ||||||||
Restricted stock units awarded | 12,600 | 60,000 | 446,000 | ||||||
Grant date fair value per award of restricted stock units | $ / shares | $ 15.85 | $ 5.16 | $ 9.45 | ||||||
Share-based compensation arrangement by share-based payment award, number of vesting installment | Installment | 3 | ||||||||
Aggregate fair value of RSUs vested in period | $ | $ 1,200 | $ 4,800 | $ 4,100 | ||||||
Shares withheld from issuance in order to pay employee taxes | 42,243 | 165,181 | 172,807 | ||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Compensation Awards, Tranche 1 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted vesting percentage | 0.33% | ||||||||
ATM Agreement [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock issuable and sellable under offering agreement | $ | $ 75,000 | $ 75,000 | |||||||
Common Stock [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total shares issued | 11,500,000 | 12,371,149 | |||||||
Public offering price of common stock issued | $ / shares | $ 7.25 | ||||||||
Net proceeds from issuance of common stock, after deducting offering expenses | $ | $ 78,100 | ||||||||
Common Stock [Member] | ATM Agreement [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total shares issued | 871,149 | ||||||||
Net proceeds from issuance of common stock, after deducting offering expenses | $ | $ 3,400 | ||||||||
Commission paid to sales agent | $ | $ 100 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options outstanding at December 31, 2016, Number of Shares | shares | 9,256,506 |
Options granted, Number of Shares | shares | 3,091,125 |
Options exercised, Number of Shares | shares | (2,030,815) |
Options canceled, Number of Shares | shares | (2,029,360) |
Options outstanding at December 31, 2017, Number of Shares | shares | 8,287,456 |
Options vested and expected to vest at December 31, 2017, Number of Shares | shares | 8,287,456 |
Options exercisable at December 31, 2017, Number of Shares | shares | 3,881,078 |
Options outstanding, Weighted-Average Exercise per Share Price, Beginning Balance | $ / shares | $ 8.31 |
Options granted, Weighted-Average Exercise per Share Price | $ / shares | 6.48 |
Options exercised, Weighted-Average Exercise per Share Price | $ / shares | 7.76 |
Options canceled, Weighted-Average Exercise per Share Price | $ / shares | 8.28 |
Options outstanding, Weighted-Average Exercise per Share Price, Ending Balance | $ / shares | 7.77 |
Options vested and expected to vest at December 31, 2017, Weighted-Average Exercise Per Share Price | $ / shares | 7.77 |
Options exercisable at December 31, 2017, Weighted-Average Exercise per Share Price | $ / shares | $ 8.99 |
Options outstanding at December, 31, 2017, Weighted Average Remaining Contractual Term | 6 years 8 months 8 days |
Options vested and expected to vest at December, 31, 2017, Weighted Average Remaining Contractual Term | 6 years 8 months 8 days |
Options exercisable at December, 31, 2017, Weighted Average Remaining Contractual Term | 4 years 1 month 17 days |
Options outstanding at December 31, 2017, Aggregate Intrinsic Value | $ | $ 71,658 |
Options vested and expected to vest at December 31, 2017, Aggregate Intrinsic Value | $ | 71,658 |
Options exercisable at December 31, 2017, Aggregate Intrinsic Value | $ | $ 28,864 |
Stockholders' Equity - Summar55
Stockholders' Equity - Summary of Stock Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 8,287,456 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 6 years 8 months 8 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 3,881,078 |
Options Exercisable Weighted Average Exercise Price | $ 8.99 |
$2.55 – $3.45 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 2.55 |
Upper Range of Exercise Price | $ 3.45 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 612,318 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 7 years 11 months 1 day |
Options Exercisable Number of Shares of common stock subject to options | shares | 214,920 |
Options Exercisable Weighted Average Exercise Price | $ 3.13 |
$3.50 – $3.50 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 3.50 |
Upper Range of Exercise Price | $ 3.50 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 1,527,625 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 9 years 25 days |
$3.55 – $5.41 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | $ 3.55 |
Upper Range of Exercise Price | $ 5.41 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 1,212,567 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 5 years 2 months 26 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 672,930 |
Options Exercisable Weighted Average Exercise Price | $ 5.34 |
$5.42 – $7.07 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 5.42 |
Upper Range of Exercise Price | $ 7.07 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 1,501,051 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 5 years 6 months 10 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 967,506 |
Options Exercisable Weighted Average Exercise Price | $ 6.11 |
$7.20 – $9.41 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 7.20 |
Upper Range of Exercise Price | $ 9.41 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 1,199,546 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 7 years 2 months 1 day |
Options Exercisable Number of Shares of common stock subject to options | shares | 551,162 |
Options Exercisable Weighted Average Exercise Price | $ 9.06 |
$9.45 – $13.35 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 9.45 |
Upper Range of Exercise Price | $ 13.35 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 885,599 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 5 years 6 months 7 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 659,946 |
Options Exercisable Weighted Average Exercise Price | $ 11.92 |
$13.54 – $15.00 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 13.54 |
Upper Range of Exercise Price | $ 15 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 1,148,250 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 6 years 3 months 3 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 668,752 |
Options Exercisable Weighted Average Exercise Price | $ 14.07 |
$15.11 – $18.26 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 15.11 |
Upper Range of Exercise Price | $ 18.26 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 178,000 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 7 years 3 months 21 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 124,561 |
Options Exercisable Weighted Average Exercise Price | $ 16.41 |
$19.51 – $19.51 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 19.51 |
Upper Range of Exercise Price | $ 19.51 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 10,000 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 6 years 1 month 20 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 9,583 |
Options Exercisable Weighted Average Exercise Price | $ 19.51 |
$19.80 – $19.80 [Member] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Lower Range of Exercise Price | 19.80 |
Upper Range of Exercise Price | $ 19.80 |
Options Outstanding and Exercisable Number of Shares of common stock subject to options | shares | 12,500 |
Options Outstanding and Exercisable Weighted Average Remaining Contractual Life (In years) | 6 years 2 months 23 days |
Options Exercisable Number of Shares of common stock subject to options | shares | 11,718 |
Options Exercisable Weighted Average Exercise Price | $ 19.80 |
Stockholders' Equity - Summar56
Stockholders' Equity - Summary of Restricted Stock Unit Activity (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
RSUs outstanding at December 31, 2016, Number of Shares | 321,816 |
RSUs awarded, Number of Shares | 12,600 |
RSUs released, Number of Shares | (112,917) |
RSUs forfeited, Number of Shares | (141,327) |
RSUs outstanding at December 31, 2017, Number of Shares | 80,172 |
RSUs vested and expected to vest at December 31, 2017, Number of Shares | 80,172 |
RSUs outstanding at December, 31, 2017, Weighted Average Remaining Contractual Term | 10 months 24 days |
RSUs vested and expected to vest at December 31, 2017, Weighted Average Remaining Contractual Term | 10 months 24 days |
RSUs outstanding at December 31, 2017, Aggregate Intrinsic Value | $ | $ 1,315 |
RSUs vested and expected to vest at December 31, 2017, Aggregate Intrinsic Value | $ | $ 1,315 |
Income Taxes - Summary of Benef
Income Taxes - Summary of Benefit for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred: | ||
Federal | $ (12) | $ (5,563) |
State | (2) | (159) |
Subtotal | (14) | (5,722) |
Income tax benefit | $ (14) | $ (5,722) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | |||||
Federal statutory income tax rate | 34.00% | ||||
Claim settlement received | $ 14,500,000 | $ 14,452,000 | |||
Settlement recognized as additional paid-in capital, net of tax | 9,495,000 | ||||
Income tax benefit, claims settlement | 5,000,000 | ||||
Increase (decrease) in deferred tax assets valuation allowance | $ (28,900,000) | $ 23,800,000 | $ 5,000,000 | ||
Deferred tax assets, net operating loss carryforwards for federal | 475,000,000 | ||||
Deferred tax assets, net operating loss carryforwards for state | 142,000,000 | ||||
Federal research tax credit carryforwards | 10,800,000 | ||||
State research tax credit carryforwards | $ 11,800,000 | ||||
Tax credit carryforward, expiration year | 2,018 | ||||
Federal tax rate reduction net of valuation allowance | $ 0 | ||||
Accrued interest and/or penalties | $ 0 | ||||
Maximum [Member] | |||||
Income Taxes [Line Items] | |||||
Federal statutory income tax rate | 35.00% | ||||
Scenario Plan [Member] | |||||
Income Taxes [Line Items] | |||||
Federal statutory income tax rate | 21.00% | ||||
State [Member] | |||||
Income Taxes [Line Items] | |||||
Operating loss carryforwards, expiration year | 2,018 | ||||
Federal [Member] | |||||
Income Taxes [Line Items] | |||||
Operating loss carryforwards, expiration year | 2,017 |
Income Taxes - Schedule of Diff
Income Taxes - Schedule of Difference Between Benefit for Income Taxes and Federal Statutory Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | $ (18,553) | $ (24,369) | $ (15,785) |
State taxes, net | 795 | (747) | 4,840 |
Federal Rate Change | 53,045 | ||
Non-deductible stock compensation | 2,120 | 2,781 | 1,085 |
Research credits | (869) | (1,424) | (814) |
Change in valuation allowance | (36,575) | 23,773 | 5,043 |
Other | $ 37 | (28) | (91) |
Income tax benefit | $ (14) | $ (5,722) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Company's Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 91,308 | $ 114,222 |
Research and development tax credit carryforwards | 15,147 | 12,518 |
Stock-based compensation | 3,168 | 8,565 |
Deferred revenue | 934 | 2,918 |
Other | 2,276 | 3,492 |
Total deferred tax asset | 112,833 | 141,715 |
Valuation allowance | $ 112,833 | $ 141,715 |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Company's Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 5,045 | $ 8,330 | $ 3,438 |
Additions based on tax positions related to the current year | 622 | 1,023 | 557 |
Additions for tax positions of prior years | (8) | 27 | 4,335 |
Reductions for tax positions of prior years | (4,335) | ||
Ending balance | $ 5,659 | $ 5,045 | $ 8,330 |
Accounts Payable and Accrued 62
Accounts Payable and Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 16 | $ 2,580 |
Accrued research and development expenses | 7,898 | 2,887 |
Accrued professional fees | 1,318 | 270 |
Deferred rent | 417 | 498 |
Other | 1,386 | 26 |
Total accounts payable and accrued liabilities | $ 11,035 | $ 6,261 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |||
Defined contribution plan, employer's matching contribution percent | 50.00% | ||
Percentage of employer matching contribution to employee contribution | 8.00% | 6.00% | 6.00% |
Maximum percentage limit of employee contributions | 8.00% | 6.00% | 6.00% |
Defined contribution plan, maximum employer's contribution per employee | $ 4,000 | $ 3,000 | $ 3,000 |
Aggregate employers contributions to defined contribution plan | $ 500,000 | $ 300,000 | $ 300,000 |
Quarterly Financial Data (Una64
Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenues | $ 13,077 | $ 11,812 | $ 8,253 | $ 3,425 | $ 8,922 | $ 2,823 | $ 3,702 | $ 3,942 | $ 36,567 | $ 19,389 | $ 39,539 |
Expenses | 26,843 | 24,847 | 21,021 | 20,217 | 18,752 | 22,029 | 30,544 | 20,623 | 92,928 | 91,948 | 86,395 |
Net loss | $ (13,091) | $ (12,354) | $ (12,491) | $ (16,632) | $ (9,624) | $ (18,965) | $ (26,575) | $ (16,494) | $ (54,568) | $ (71,658) | $ (40,703) |
Net loss per share | $ (0.15) | $ (0.15) | $ (0.17) | $ (0.23) | $ (0.14) | $ (0.27) | $ (0.38) | $ (0.23) | $ (0.70) | $ (1.02) | $ (0.58) |
Build-to-Suit Lease - Additiona
Build-to-Suit Lease - Additional Information (Detail) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2017USD ($)ft²Option | Dec. 31, 2015ft²Option | Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) | |
Brisbane Build-to-Suit Lease [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Property leased | ft² | 87,700 | 87,700 | ||
Lease expiration date | May 31, 2029 | |||
Operating lease expiration period | 10 years | |||
Number of lease term extension options | Option | 2 | |||
Letter of credit | $ 3.5 | |||
Costs capitalized | $ 21.2 | |||
Brisbane Build-to-Suit Lease [Member] | Building [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Costs capitalized | $ 20.9 | $ 20.9 | ||
Brisbane Build-to-Suit Lease [Member] | Maximum [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Lease agreement, extendable lease term | 10 years | |||
Point Pinole Build-to-Suit Lease [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Property leased | ft² | 41,400 | |||
Lease expiration date | Dec. 31, 2021 | |||
Operating lease expiration period | 5 years | |||
Number of lease term extension options | Option | 2 | |||
Costs capitalized | $ 3.9 | |||
Point Pinole Build-to-Suit Lease [Member] | Maximum [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Lease agreement, extendable lease term | 10 years |
Claims Settlement - Additional
Claims Settlement - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Claims Settlement [Line Items] | |||
Claim settlement received | $ 14,500 | $ 14,452 | |
Settlement recognized as additional paid-in capital, net of tax | 9,495 | ||
Benefit from income taxes | $ 14 | 5,722 | |
Disgorgement settlement [Member] | |||
Claims Settlement [Line Items] | |||
Benefit from income taxes | $ 5,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Kite Pharma, Inc. ("Kite") [Member] - Collaboration and License Agreement [Member] - Subsequent Event [Member] | 1 Months Ended |
Feb. 28, 2018USD ($) | |
Subsequent Event [Line Items] | |
Milestone revenue receivable | $ 150,000,000 |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Contingent development - and sales-based milestone payments to be received | 3,010,000,000 |
Achievement of Specified Research, Clinical Development, Regulatory and First Commercial Sale Milestones [Member] | |
Subsequent Event [Line Items] | |
Contingent development - and sales-based milestone payments to be received | 1,260,000,000 |
Achievement of Specified Sales-based Milestones if Annual Worldwide Net Sales of Licensed Products Reach Specified Levels [Member] | |
Subsequent Event [Line Items] | |
Contingent development - and sales-based milestone payments to be received | $ 1,750,000,000 |