0001628280-23-004666 | 10-K | XBRL Viewer

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2022

STOCKHOLDERS’ EQUITY

Preferred Stock

The Company’s Certificate of Incorporation authorizes the Company to issue up to 5,000,000 shares of preferred stock, which may be issued at the discretion of the Company’s Board of Directors. As of December 31, 2022, no shares of the Company’s preferred stock have been issued or are outstanding.

Common Stock

In June 2020, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the total number of shares of the Company’s common stock authorized for issuance from 160,000,000 shares to 320,000,000 shares. As of December 31, 2022, 166,793,320 shares of the Company’s common stock are outstanding.

In connection with the collaboration agreement with BIMA described in Note 4 of these Consolidated Financial Statements, the Company entered into a stock purchase agreement with BIMA, pursuant to which BIMA agreed to purchase the Biogen Shares at a price per share of $9.2137, for an aggregate purchase price of $225.0 million. The Company closed the sale of the Biogen Shares in April 2020.

At-the-Market Offering Agreement

In August 2020, the Company entered into an Open Market Sale Agreement℠ with Jefferies LLC (“Jefferies”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of the Company’s common stock having an aggregate offering price of up to $150.0 million through Jefferies as the Company’s sales agent or principal. In December 2022, the Company entered into Amendment No. 2 to the Open Market

Sale Agreement℠ which increased the aggregate offering price under the at-the-market offering program by an additional $175.0 million. The Company is not obligated to sell any shares under the sales agreement. As of December 31, 2022, the Company sold 19,300,743 shares of its common stock for net proceeds of approximately $84.9 million. As of December 31, 2021, the Company sold 2,007,932 shares of its common stock for net proceeds of approximately $27.1 million.

2018 Equity Incentive Plan

In May 2020, the Company’s stockholders approved an amendment and restatement of the 2018 Equity Incentive Plan (the “2018 Plan”), to, among other things, increase the aggregate number of shares of the Company’s common stock reserved for issuance under the 2018 Plan by 9,900,000 shares. Additionally, in May 2022, the Company’s stockholders approved an amendment and restatement of the 2018 Plan to, among other things, increase the aggregate number of shares of the Company’s common stock reserved for issuance under the 2018 Plan by 7,900,000 shares.

The exercise price of a stock option granted under the 2018 Plan may not be less than 100% of the fair market value of the Company’s common stock subject to the stock option on the date of grant, and the option term will not exceed 10 years. If the person to whom the stock option is granted is a 10% stockholder of the Company, and the stock option granted qualifies as an incentive stock option, then the exercise price per share will not be less than 110% of the fair market value of the Company’s common stock on the date of grant, and the option term will not exceed five years. Generally, stock options granted under the 2018 Plan vest over three or four years and expire 10 years after the date of grant, or earlier upon termination of employment or services to the Company.

The number of shares of common stock reserved for issuance under the 2018 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) 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.

Shares subject to any outstanding stock options or other awards under the 2018 Plan that expire or otherwise terminate prior to the issuance of the shares subject to those stock options or awards will be available for subsequent issuance under the 2018 Plan. Any unvested shares issued under the 2018 Plan that the Company subsequently purchases, pursuant to repurchase rights under the 2018 Plan, will be added back to the number of shares reserved for issuance under the 2018 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 2018 Plan.

As of December 31, 2022, there were 9,869,961 shares of the Company’s common stock reserved for future awards under the Company’s 2018 Plan.

2020 Employee Stock Purchase Plan

In May 2021, the Company’s stockholders approved the Company’s 2020 Employee Stock Purchase Plan (“the ESPP”). The ESPP provides for a total of 5.0 million shares of common stock reserved for issuance thereunder. Eligible employees may purchase common stock at 85% of the lesser of the fair market value of the Company’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. As of December 31, 2022, there were 4,205,502 shares of the Company’s common stock reserved for future issuance under the ESPP.

Stock Option Activity

A summary of the Company’s stock option activity is as follows:


	Number of Shares	Weighted- Average Exercise per Share Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
				(in years)	(in thousands)
Options outstanding at December 31, 2021	11,963,277	$	10.36
Options granted	3,399,360	$	5.75
Options exercised	(28,354)	$	4.40
Options canceled	(2,159,288)	$	10.09
Options outstanding at December 31, 2022	13,174,995	$	9.22	6.96	$	—

Options exercisable at December 31, 2022	7,823,318	$	10.30	5.83	$	—

The intrinsic value of options exercised was zero, $2.8 million and $5.4 million during the years ended December 31, 2022, 2021 and 2020, respectively.

Restricted Stock Units

During the years ended December 31, 2022, 2021 and 2020, the Company awarded 4,349,795, 2,140,785, and 2,517,101 RSUs, respectively. The RSUs awarded in the years ended December 31, 2022, 2021 and 2020 had an average grant date fair value per award of $5.52, $11.16 and $8.06, respectively. These awards generally vest over three years. The aggregate fair value of RSUs vested during the years ended December 31, 2022, 2021 and 2020 was $13.1 million, $9.0 million and $3.7 million, respectively.

A summary of the Company’s RSU activity is as follows:


	Number of Shares	Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
		(in years)	(in thousands)
RSUs outstanding at December 31, 2021	3,139,594
RSUs awarded	4,349,795
RSUs released	(1,346,660)
RSUs forfeited	(898,831)
RSUs outstanding at December 31, 2022	5,243,898	1.03	$	16,466

RSUs that vested in the years ended December 31, 2022, 2021 and 2020 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 380,917, 293,120, and 90,617 for the years ended December 31, 2022, 2021 and 2020, 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 $2.1 million, $3.3 million and $0.8 million in the years ended December 31, 2022, 2021 and 2020, 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.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES (Tables)

12 Months Ended

Dec. 31, 2022

Novartis Institutes for BioMedical Research, Inc.

Research and Development Arrangement, Contract to Perform for Others [Line Items]

Revenues recognized under agreement

Revenues recognized under the agreement were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue related to Novartis agreement:
Recognition of upfront license fee	$	31,344	$	29,945	$	4,143
Research services	8,384		7,999		1,109
Total	$	39,728	$	37,944	$	5,252

Biogen MA, Inc.

Research and Development Arrangement, Contract to Perform for Others [Line Items]

Revenues recognized under agreement

Revenues recognized under the agreement were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue related to Biogen agreement:
Recognition of license and other fixed consideration	$	21,820	$	29,224	$	21,356
Cost-sharing payments for research services, net variable consideration	6,599		13,076		6,545
Total	$	28,419	$	42,300	$	27,901

Kite Pharma, Inc.

Research and Development Arrangement, Contract to Perform for Others [Line Items]

Revenues recognized under agreement

Revenues recognized under the agreement were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue related to Kite agreement:
Recognition of license fee fixed consideration	$	37,032	$	24,977	$	25,046
Research services variable consideration	1,560		476		3,562
Total	$	38,592	$	25,453	$	28,608

Pfizer, Giroctocogene Fitelparvovec

Research and Development Arrangement, Contract to Perform for Others [Line Items]

Revenues recognized under agreement

Revenues recognized under the agreement were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue related to Pfizer giroctocogene fitelparvovec agreement:
Recognition of upfront fee and research services	$	—	$	—	$	3,111
Milestone achievement	—		—		31,338
Total	$	—	$	—	$	34,449

Pfizer C9ORF72

Research and Development Arrangement, Contract to Perform for Others [Line Items]

Revenues recognized under agreement

Revenues recognized under the agreement were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue related to Pfizer C9ORF72 agreement:
Recognition of upfront fee	$	—	$	—	$	7,985
Milestone achievement	—		—		5,000
Total	$	—	$	—	$	12,985

Sanofi S.A.

Research and Development Arrangement, Contract to Perform for Others [Line Items]

Revenues recognized under agreement

Revenues recognized under the agreement were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue related to Sanofi agreement:
Recognition of upfront fee	$	677	$	34	$	298
Research services	2,126		3,057		4,823
Milestone achievement	457		23		201
Total	$	3,260	$	3,114	$	5,322

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Leases

Sangamo occupies approximately 87,700 square feet of office and research and development laboratory facilities in Brisbane, California pursuant to a lease that expires in May 2029. Sangamo also occupies approximately 59,485 square feet of research and office space, subject to a lease that expires in August 2031, and approximately 7,700 of office space, subject to a lease that expires in August 2026, in Richmond, California. In addition, the Company leases approximately 26,600 square feet of office and research and development space in Valbonne, France, subject to leases that expire beginning in June 2025 through January 2030.

In May 2020, the Company entered into an amendment to an existing lease to acquire approximately 8,500 square feet of additional research and office space in Richmond, California. The amended lease was effective October 1, 2020, and the Company recorded a lease liability and corresponding right-of-use asset of $1.3 million upon inception of this amended lease.

In January 2021, the Company entered into an amendment to an existing lease to acquire approximately 5,000 square feet of research and office space in Richmond, California. With this amendment, the existing lease expires in August 2026. Total lease payments over the life of this amended lease are approximately $0.9 million. Variable lease payments include the Company’s allocated share of costs incurred and expenditures made by the landlord in the operation and management of the building. On February 1, 2021, the lease commencement date, the Company recorded an operating lease right-of-use asset and a corresponding lease liability of $0.7 million.

In January 2021, the Company also entered into a new lease to acquire approximately 5,800 square feet of research and office space in Valbonne, France, which expires in January 2030. Total lease payments over the life of this amended lease are approximately $0.8 million. Variable lease payments include the Company’s allocated share of costs incurred and expenditures made by the landlord in the operation and management of the building. On January 29, 2021, the lease commencement date, the Company recorded an operating lease right-of-use asset and a corresponding lease liability of $0.6 million.

In October 2021, the Company entered into an agreement to extend the lease of its research and office space in Richmond, California by five years until August 2031. The Company also leased an additional 7,997 square feet of office space at the same location from November 2021 through August 2031. The amended lease was effective October 1, 2021, and the Company recorded an adjustment to the lease liability and the corresponding right-of-use asset of $9.1 million upon inception of this amended lease. Pursuant to the terms of the amended lease, the landlord agreed to reimburse the Company up to $2.6 million, related to a tenant improvement allowance.

Certain of these leases include renewal options at the election of the Company to renew or extend the lease for an additional five to ten years. These optional periods have not been considered in the determination of the ROU assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options.

The Company performed evaluations of its contracts and determined each of its identified leases are operating leases. Components of operating leases were as follows (in thousands):


	December 31,
	2022		2021
Operating lease cost	$	11,029	$	10,839
Variable lease cost	3,305		2,831
Total	$	14,334	$	13,670

Variable lease expenses were not included in the measurement of the Company’s operating ROU assets and lease liabilities. This variable expense consists primarily of the Company’s proportionate share of operating expenses, property taxes and insurance and is classified as lease expense, due to the Company’s election to not separate lease and non-lease components.

Cash paid for amounts included in the measurement of operating lease liabilities for the year ended December 31, 2022, 2021 and 2020 was $10.1 million, $6.9 million, and $6.4 million, respectively and was included in net cash used in operating activities in the Company’s Consolidated Statements of Cash Flows.

Rent expense related to lease agreements was $11.0 million, $10.8 million, and $10.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. Future minimum payments under lease obligations at December 31, 2022 consist of the following (in thousands):


	Total
2023	$	6,832
2024	7,318
2025	7,552
2026	7,533
2027	7,480
Thereafter	15,807
Total lease payments	52,522
Less:
Imputed interest	(9,171)
Tenant improvement allowance included in contra-lease liability	(243)
Total	$	43,108

Reported as of December 31, 2022:
Short-term portion of lease liabilities (included in other accrued liabilities on the Consolidated Balance Sheet)	$	4,122
Long-term portion of lease liabilities	38,986
Total	$	43,108

As of December 31, 2022, the weighted-average remaining lease term is 7.0 years and the weighted-average incremental borrowing rate used to determine the operating lease liability was 5.6% for the Company’s operating leases.

Contractual Commitments

The Company’s non-cancelable material contractual commitments under manufacturing-related supplier arrangements as of December 31, 2022 related to Lonza Netherlands, B.V. amount to $7.5 million and expire in December 2023. The Company also had $0.6 million of license obligations related to its intellectual property as of December 31, 2022.

Contingencies

Sangamo is not party to any material pending legal proceeding. From time to time, Sangamo may be involved in legal proceedings arising in the ordinary course of business.

CASH EQUIVALENTS AND MARKETABLE SECURITIES

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

CASH EQUIVALENTS AND MARKETABLE SECURITIES

The table below summarizes the Company’s cash equivalents and marketable securities (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
December 31, 2022
Assets
Cash equivalents:
Money market funds	$	50,820	$	—	$	—	$	50,820

Total	50,820		—		—		50,820
Marketable securities:
U.S. government-sponsored entity debt securities	18,710		—		(293)		18,417
Commercial paper securities	101,336		22		(193)		101,165
Corporate debt securities	11,760		—		(90)		11,670
Asset-backed securities	24,970		2		(180)		24,792
U.S. treasury bills	7,950		—		(12)		7,938
Certificates of deposit	37,599		4		(142)		37,461
Agency bonds	5,598		—		(8)		5,590
Total	207,923		28		(918)		207,033
Total cash equivalents and marketable securities	$	258,743	$	28	$	(918)	$	257,853

December 31, 2021
Assets
Cash equivalents:
Money market funds	$	119,919	$	—	$	—	$	119,919

Total	119,919		—		—		119,919
Marketable securities:
U.S. government-sponsored entity debt securities	30,700		1		(87)		30,614
Commercial paper securities	105,792		7		(42)		105,757
Corporate debt securities	33,723		1		(42)		33,682
Asset-backed securities	70,807		1		(107)		70,701
Certificates of deposit	45,116		1		(26)		45,091
Total	286,138		11		(304)		285,845
Total cash equivalents and marketable securities	$	406,057	$	11	$	(304)	$	405,764

The fair value of marketable securities by contractual maturity were as follows (in thousands):


	December 31,
	2022		2021
Maturing in one year or less	$	177,188	$	197,676
Maturing after one year through five years	29,845		88,169
Total	$	207,033	$	285,845

Realized gains and losses on the sales of investments were not material during the years ended December 31, 2022, 2021 and 2020. Total unrealized gains for securities with net gains in accumulated other comprehensive income were not material for the year ended December 31, 2022.

The Company manages credit risk associated with its investment portfolio through its investment policy, which limits purchases to high-quality issuers and also limits the amount of its portfolio that can be invested in a single issuer. The Company did not record an allowance for credit losses or other impairment charges related to its marketable securities for the years ended December 31, 2022, 2021, or 2020.

The Company had unrealized losses related to its marketable securities for the years ended December 31, 2022, 2021 and 2020. The Company had no material unrealized losses, individually and in the aggregate, for marketable securities that are in a continuous unrealized loss position for greater than 12 months as of December 31, 2022 and 2021. Based on the scheduled maturities of its investments, the Company determined that it was more likely than not that it will hold these investments for a period of time sufficient for a recovery of its amortized cost basis. These unrealized losses were not attributed to credit risk and were associated with changes in market conditions. The Company periodically reviews its marketable securities for indications of credit losses. The Company considers factors such as the duration, the magnitude and the reason for the decline in value, the potential recovery period, creditworthiness of the issuers of the securities and its intent to sell. For marketable securities, it also considers whether (i) it is more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis, and (ii) the amortized cost basis cannot be recovered as a result of credit losses. No significant facts or circumstances have arisen to indicate that there has been any significant deterioration in the creditworthiness of the issuers of the securities held by the Company. Based on the Company’s review of these securities, including the assessment of the duration and severity of the unrealized losses and the Company’s ability and intent to hold the investments until maturity, the Company determined that no allowance for credit losses related to its marketable securities was required at either December 31, 2022 or 2021.

INCOME TAXES - Summary of Benefit for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal	$ 0	$ 0	$ 0
State	0	0	133
Foreign	500	886	686
Subtotal	500	886	819
Deferred:
Federal	0	0	0
State	0	0	0
Foreign	(71)	(580)	(474)
Subtotal	(71)	(580)	(474)
Income tax expense	$ 429	$ 306	$ 345

ACQUISITION OF SANGAMO FRANCE	12 Months Ended
ACQUISITION OF SANGAMO FRANCE	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
ACQUISITION OF SANGAMO FRANCE	ACQUISITION OF SANGAMO FRANCE In 2018, Sangamo entered into various agreements with the goal of eventually acquiring 100% of Sangamo France’s share capital, including arrangements with the holders of approximately 477,000 free shares of Sangamo France pursuant to which the Company had the right to purchase such shares from the holders (a call option), and such holders had the right to sell to the Company such shares from time to time through mid-2021 (a put option) (collectively the “Free Shares Options”). As of December 31, 2021, the Company acquired all of the 477,000 free shares, resulting in 100% ownership of Sangamo France. The acquisition of Sangamo France was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations, in exchange for total consideration of approximately $45.9 million at the Acquisition Date. The operating results of Sangamo France after the Acquisition Date have been included in the Company’s Consolidated Statements of Operations. There was no goodwill impairment during the years ended December 31, 2022, 2021 or 2020. Non-controlling Interest Prior to the acquisition of all the free shares, the fair value of the remaining non-controlling interest was determined based on the number of outstanding free shares comprising the non-controlling interest and the $2.99 acquisition price per share as of the Acquisition Date. The non-controlling interest was presented as a component of stockholders’ equity on the Company’s Consolidated Balance Sheet as of December 31, 2020. As of December 31, 2022 and 2021, after acquisition of 100% of ordinary shares of Sangamo France, the carrying amount of the non-controlling interest was recorded as additional paid‑in capital on the Company’s Consolidated Balance Sheet.

STOCKHOLDERS' EQUITY - Summary of Restricted Stock Unit Activity (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) shares
Number of Shares
RSUs outstanding at beginning of period (in shares)	3,139,594
RSUs awarded (in shares)	4,349,795
RSUs released (in shares)	(1,346,660)
RSUs forfeited (in shares)	(898,831)
RSUs outstanding at end of period (in shares)	5,243,898
Weighted-Average Remaining Contractual Term
RSUs outstanding at end of period (in years)	1 year 10 days
Aggregate Intrinsic Value
RSUs outstanding at end of period \| $	$ 16,466

OTHER BALANCE SHEET DETAILS (Tables)

12 Months Ended

Dec. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Summary of Property and Equipment, Net

Property and equipment, net consist of the following (in thousands):


	December 31,
	2022		2021
Laboratory equipment	$	39,080	$	31,988
Leasehold improvements	26,559		21,970
Furniture and fixtures	9,744		9,080
Manufacturing equipment	9,908		8,781
Construction in progress	14,770		4,729
	100,061		76,548
Less: accumulated depreciation and amortization	(36,530)		(25,025)
Property and equipment, net	$	63,531	$	51,523

Schedule of Intangible Assets and Goodwill

The changes in intangible assets were as follows (in thousands):


	December 31,
	2022		2021
Balance at beginning of year	$	53,760	$	58,128

Foreign currency translation adjustment	(3,031)		(4,368)
Balance at end of year	$	50,729	$	53,760

The changes in goodwill were as follows (in thousands):


	December 31,
	2022		2021
Balance at beginning of year	$	39,702	$	42,798

Foreign currency translation adjustment	(2,150)		(3,096)
Balance at end of year	$	37,552	$	39,702

Summary of Accounts Payable and Accrued Liabilities

Other accrued liabilities consist of the following (in thousands):


	December 31,
	2022		2021
Accrued research and development expenses	$	7,115	$	4,878
Operating lease liabilities – current	4,122		4,026
Accrued professional fees	1,704		869

Other	3,066		1,804
Total other accrued liabilities	$	16,007	$	11,577

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Agreement with DAS (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2005
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues		$ 111,299,000	$ 110,701,000	$ 118,192,000
Dow Agro Sciences \| License agreement terms
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
Previously agreed research, development and commercialization milestone payments, and royalties on sales of products					4,000,000
Annual fees	$ 3,000,000
Fee due					$ 25,300,000
Minimum license annual fees specific reckoning period					11 years
Dow Agro Sciences \| License agreement terms \| Minimum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Annual fees					$ 300,000
Dow Agro Sciences \| License agreement terms \| Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Annual fees					3,000,000
Dow Agro Sciences \| License agreement terms \| Royalty revenues
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues					$ 2,300,000
Dow Agro Sciences \| License agreement terms \| License
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues		$ 0	$ 200,000	$ 3,000,000

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in the Consolidated Financial Statements. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to non-controlling interests on its Consolidated Statements of Operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties.
Use of Estimates	Use of EstimatesThe preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated 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, income taxes, fair value of assets and liabilities, including from acquisitions, and stock-based compensation. Estimates are based on historical experience and on various other market specific and other relevant assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
Revenue Recognition	Revenue Recognition The Company accounts for its revenues pursuant to the provisions of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company’s contract revenues are derived from collaboration agreements including licensing arrangements and research services. Research and licensing agreements typically include nonrefundable upfront signing or license fees, payments at negotiated rates for time incurred by Company researchers, third-party cost reimbursements, additional target selection fees, sublicense fees, milestone payments tied to ongoing development and product commercialization, and royalties on future licensees’ product sales. All funds received from the Company’s collaboration partners are generally not refundable. Non-refundable upfront fees are fixed at the commencement of the contract. All other fees represent variable consideration in contracts. One of the Company’s contracts also contains a provision where we reimburse its customer for certain costs they incur which is accounted for as a reduction to the contract transaction price as we do not acquire any distinct goods or services in exchange for such payments. Deferred revenue primarily represents the portion of nonrefundable upfront fees or milestone payments received but not earned. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Most of the Company’s performance obligations in its collaboration agreements represent distinct bundles of licenses of intellectual property and research and development services, with these components being individually non-distinct. Options to license our intellectual property and/or acquire research and development services also represent performance obligations when they grant customers a material right, e.g. a right to a discount the customer would not have received if they did not purchase our services under the existing contract. Revenues from bundles of licenses of intellectual property and research and development services are recognized over time using a proportional performance method. Under this method, revenue is recognized by measuring progress towards satisfaction of the relevant performance obligation using a measure that best depicts the progress towards satisfaction of the relevant performance obligation. For most of the Company’s agreements the measure of progress is an input measure based on a level of effort incurred, which includes the value of actual time by Company researchers plus third-party cost reimbursements. Consideration allocated to options that include material rights is deferred until the options are exercised or expire. The exercise of such options is accounted for as contract continuation, with target selection fees and estimated variable consideration included in the transaction price at that time and allocated specifically to the respective target’s performance obligation. Significant management judgment is required to determine the level of effort required under an arrangement, and the period over which the Company expects to complete its performance obligations under the arrangement. Changes in these estimates can have a material effect on revenue recognized. If the Company cannot reasonably estimate when its performance obligations either are completed or become inconsequential, then revenue recognition is deferred until the Company can reasonably make such estimates. For variable consideration, the amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. A cumulative catch-up is then recorded in the current period to reflect the updated transaction price and the updated measure of progress. The estimated period of performance and level of effort, including the value of Company researchers’ time and third-party costs, are reviewed quarterly and adjusted, as needed, to reflect the Company’s current expectations. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation identified in the contract. The Company uses key assumptions to determine the stand-alone selling price, which may include forecasted revenues, development timelines, discount rates and probabilities of exercise of technical and regulatory success, and the expected level of effort for research and development services. Certain disclosures associated with our revenue recognition and major customers, partnerships and strategic alliances have been updated to conform with immaterial changes associated with prior periods.
Accounts Receivable	Accounts ReceivableAccounts receivable consists of amounts billed to the Company’s collaboration partners for cost reimbursements for research services. Receivables from collaborations are typically unsecured and are concentrated in the biopharmaceutical industry. Accordingly, the Company may be exposed to credit risk generally associated with biopharmaceutical companies or specific to its collaboration agreements. The Company records trade receivables net of allowances for credit losses. The Company applies an aging method to estimate credit losses and considers its historical loss information, adjusted to account for current conditions, and reasonable and supportable forecasts of future economic conditions affecting its customers. As of December 31, 2022, the Company had not incurred any losses related to these receivables.
Goodwill and Intangible Assets	Goodwill and Intangible AssetsGoodwill represents the excess of consideration transferred over the fair values of assets acquired and liabilities assumed in a business combination. Intangible assets with indefinite useful lives are related to purchased in-process research and development (“IPR&D”) projects and are measured at their respective fair values as of the acquisition date. Goodwill and intangible assets with indefinite useful lives are not amortized. Intangible assets related to IPR&D projects 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. The Company tests goodwill and indefinite-lived intangible assets 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 the fair values of the assets are below their respective carrying amounts.
Valuation of Long-Lived Assets	Valuation of Long-lived AssetsLong-lived assets, including property and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset.
Fair Value Measurements	Fair Value Measurements The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short-term maturities. Marketable securities are stated at their estimated fair values.
Cash, Cash Equivalents, and Restricted Cash	Cash, Cash Equivalents, and Restricted CashSangamo 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 cash, deposits in demand money market accounts and U.S. government-sponsored entity debt securities.
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 (loss) (“AOCI”). The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as non-current marketable securities in the accompanying Consolidated Balance Sheets. The Company’s investments are subject to a periodic impairment review. 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 marketable securities are included in interest and other income, net, which are determined using the specific identification method. Credit losses related to the marketable securities are recorded in interest and other income (expense), net in the Consolidated Statements of Operations through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities.
Concentrations of Credit Risk and Other Risks	Concentrations of Credit Risk and Other Risks Cash, cash equivalents, and marketable securities consist of financial instruments that potentially subject the Company to a concentration of credit risk to the extent of the fair value recorded in the Consolidated Balance Sheets. The Company invests cash that is not required for immediate operating needs primarily in highly liquid instruments that bear minimal risk. The Company has established policies relating to the quality, diversification, and maturities of securities to enable the Company to manage its credit risk. The Company is exposed to credit risk in the event of a default by the financial institutions or issuers of investments holding its cash, cash equivalents, and investments to the extent recorded on the Consolidated Balance Sheets. Certain materials and key components that the Company utilizes in its operations are obtained through single suppliers. Since the suppliers of key components and materials must be named in an investigational new drug application (“IND”) filed with the U.S. Food and Drug Administration for a product, significant delays can occur if the qualification of a new supplier is required. If delivery of material from the Company’s suppliers were interrupted for any reason, the Company may be unable to supply any of its product candidates for clinical trials.
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 which is 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.
Research and Development Expenses	Research and Development Expenses Research and development expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations, materials and supplies and overhead allocations consisting of various support and facility-related costs. Research and development costs are expensed as incurred.
General and Administrative Expenses	General and Administrative Expenses General and administrative expenses consist of finance, human resources, legal and other administrative activities. These expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, facilities and overhead costs, legal expenses, and other general and administrative costs.
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, expected dividend yield of stock 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. The Company accounts for forfeitures in the period they occur.
Income Taxes	Income Taxes Income tax expense has been calculated 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. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s Consolidated Financial Statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability within other accrued liabilities on its Consolidated Balance Sheets. The Company evaluates uncertain tax positions on a regular basis and makes adjustments to these accruals when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.
Leases	Leases The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of remaining lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease in a similar economic environment. The Company considers its credit risk, term of the lease, and total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Rent expense for the Company’s operating leases is recognized on a straight-line basis over the lease term. The Company has elected not to separate lease and non-lease components for its real estate and copier leases and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected not to apply the recognition requirement to any leases with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise.
Foreign Currency Translation	Foreign Currency Translation The functional currency of the Company’s foreign subsidiaries is primarily the Euro. Assets and liabilities denominated in foreign currencies are translated to U.S. dollars using the exchange rates at the balance sheet date. Foreign currency translation adjustments are recorded as a component of AOCI within stockholders’ equity. Revenues and expenses from the Company’s foreign subsidiaries are translated using the monthly average exchange rates in effect during the period in which the transactions occur. Foreign currency transaction gains and losses are recorded in interest and other income, net, on the Company’s Consolidated Statements of Operations.
Net Loss Per Share	Net Loss Per Share Basic net loss per share attributable to Sangamo Therapeutics, Inc. stockholders has been computed by dividing net loss attributable to Sangamo Therapeutics, Inc. stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders is calculated by dividing net loss attributable to Sangamo Therapeutics, Inc. stockholders by the weighted-average number of shares of common stock plus potentially dilutive securities outstanding during the period. The total number of shares subject to stock options and RSUs outstanding and the ESPP shares reserved for issuance, which are all anti-dilutive, were excluded from consideration in the calculation of diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders.
Segments	SegmentsThe Company operates in one segment. Management uses one measure of profitability and does not segregate its business for internal reporting.
Recent Accounting Pronouncements	Recent Accounting Pronouncements None.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (192,278)	$ (178,297)	$ (121,122)
Foreign currency translation adjustment	(4,606)	(8,351)	8,345
Net pension gain (loss)	786	(716)	(193)
Change in unrealized loss on marketable securities, net of tax	(597)	(339)	(284)
Comprehensive loss	(196,695)	(187,703)	(113,254)
Comprehensive loss attributable to non-controlling interest	0	(11)	(126)
Comprehensive loss attributable to Sangamo Therapeutics, Inc.	$ (196,695)	$ (187,692)	$ (113,128)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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Reference 29: http://www.xbrl.org/2009/role/commonPracticeRef
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-Subparagraph (SX 210.13-01(a)(4)(ii))
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+ Details

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Summary of Fair Value Measurements of Cash Equivalents, Available-for-Sale Securities and Free Share Liability

The fair value measurements of the Company’s cash equivalents and marketable securities are identified at the following levels within the fair value hierarchy (in thousands):


	December 31, 2022
	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	50,820	$	50,820	$	—	$	—

Total	50,820		50,820		—		—
Marketable securities:
U.S. government-sponsored entity debt securities	18,417		—		18,417		—
Commercial paper securities	101,165		—		101,165		—
Corporate debt securities	11,670		—		11,670		—
Asset-backed securities	24,792		—		24,792		—
U.S. treasury bills	7,938				7,938
Certificates of deposit	37,461		—		37,461		—
Agency bonds	5,590				5,590
Total	207,033		—		207,033		—
Total cash equivalents and marketable securities	$	257,853	$	50,820	$	207,033	$	—


	December 31, 2021
	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	119,919	$	119,919	$	—	$	—

Total	119,919		119,919		—		—
Marketable securities:
U.S. government-sponsored entity debt securities	30,614		—		30,614		—
Commercial paper securities	105,757		—		105,757		—
Corporate debt securities	33,682		—		33,682		—
Asset-backed securities	70,701		—		70,701		—
Certificates of deposit	45,091		—		45,091		—
Total	285,845		—		285,845		—
Total cash equivalents and marketable securities	$	405,764	$	119,919	$	285,845	$	—

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Agreement with Sigma-Aldrich Corporation (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Oct. 31, 2009	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2007
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Common stock issued		$ 84,869	$ 27,099	$ 142,526
Revenues		111,299	110,701	118,192
Sigma-Aldrich Corporation
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Developed laboratory research reagents, research services period					3 years
Deferred revenue	$ 20,000
Common stock issued	$ 4,900
Public offering, common stock shares issued	636,133
Reduced royalty rate	10.50%
Development and sales-based milestone payments to be received	$ 25,000
Revenues		$ 900	$ 1,100	$ 500
Sigma-Aldrich Corporation \| License agreement terms
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues under agreement	5,000
Sigma-Aldrich Corporation \| License
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Deferred revenue	$ 15,100

INCOME TAXES - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Line Items]
Increase (decrease) in deferred tax assets valuation allowance	$ 42,000,000	$ 45,500,000	$ 26,600,000
Deferred tax assets, net operating loss carryforwards for federal	689,700,000
Deferred tax assets, net operating loss carryforwards for state	312,000,000
Federal research tax credit carryforwards	36,800,000
State research tax credit carryforwards	26,100,000
Accrued interest and/or penalties	200,000
Unrecognized tax benefits that would impact effective tax rate	1,200,000	$ 1,200,000	$ 600,000
French
Income Taxes [Line Items]
Deferred tax assets, net operating loss carryforwards for foreign	$ 115,600,000

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 100,444	$ 178,872	$ 131,329
Non-current restricted cash	1,500	1,500	1,500
Cash, cash equivalents, and restricted cash as reported within the Consolidated Statements of Cash Flows	$ 101,944	$ 180,372	$ 132,829	$ 81,928

CASH EQUIVALENTS AND MARKETABLE SECURITIES - Summary of Available-for-Sale Securities by Contractual Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Maturing in one year or less	$ 177,188	$ 197,676
Maturing after one year through five years	29,845	88,169
Total	$ 207,033	$ 285,845

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Revenues Recognized under Agreement (Details) - USD ($) $ in Thousands	12 Months Ended			102 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 28, 2022
Revenue related to Sanofi agreement:
Revenues	$ 111,299	$ 110,701	$ 118,192
Novartis Institutes for BioMedical Research, Inc.
Revenue related to Sanofi agreement:
Revenues	39,728	37,944	5,252
Novartis Institutes for BioMedical Research, Inc. \| License and Service
Revenue related to Sanofi agreement:
Revenues	31,344	29,945	4,143
Novartis Institutes for BioMedical Research, Inc. \| Research services
Revenue related to Sanofi agreement:
Revenues	8,384	7,999	1,109
Biogen MA, Inc.
Revenue related to Sanofi agreement:
Revenues	28,419	42,300	27,901
Biogen MA, Inc. \| License
Revenue related to Sanofi agreement:
Revenues	21,820	29,224	21,356
Biogen MA, Inc. \| Research services
Revenue related to Sanofi agreement:
Revenues	6,599	13,076	6,545
Kite Pharma, Inc.
Revenue related to Sanofi agreement:
Revenues	38,592	25,453	28,608
Kite Pharma, Inc. \| License
Revenue related to Sanofi agreement:
Revenues	37,032	24,977	25,046
Kite Pharma, Inc. \| Research services
Revenue related to Sanofi agreement:
Revenues	1,560	476	3,562
Pfizer, Giroctocogene Fitelparvovec
Revenue related to Sanofi agreement:
Revenues	0	0	34,449
Pfizer, Giroctocogene Fitelparvovec \| License and Service
Revenue related to Sanofi agreement:
Revenues	0	0	3,111
Pfizer, Giroctocogene Fitelparvovec \| Milestone achievement
Revenue related to Sanofi agreement:
Revenues	0	0	31,338
Pfizer C9ORF72
Revenue related to Sanofi agreement:
Revenues	0	0	12,985
Pfizer C9ORF72 \| License and Service
Revenue related to Sanofi agreement:
Revenues	0	0	7,985
Pfizer C9ORF72 \| Milestone achievement
Revenue related to Sanofi agreement:
Revenues	0	0	5,000
Sanofi S.A.
Revenue related to Sanofi agreement:
Revenues	3,260	3,114	5,322	$ 13,500
Sanofi S.A. \| License and Service
Revenue related to Sanofi agreement:
Revenues	677	34	298
Sanofi S.A. \| Research services
Revenue related to Sanofi agreement:
Revenues	2,126	3,057	4,823
Sanofi S.A. \| Milestone achievement
Revenue related to Sanofi agreement:
Revenues	$ 457	$ 23	$ 201

EMPLOYEE BENEFIT PLAN	12 Months Ended
EMPLOYEE BENEFIT PLAN	Dec. 31, 2022
Retirement Benefits [Abstract]
EMPLOYEE BENEFIT PLAN	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 100% in 2022 and 2021 and 50% for the first 8% in 2020, up to a limit of $4,000 in 2022, 2021 and 2020. Matching funds are fully vested when contributed. Contributions to the Sangamo 401(k) Plan by the Company were $1.5 million, $1.5 million, and $1.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents and marketable securities. 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 measurements and unobservable (i.e., supported by little or no market activity).

The fair value measurements of the Company’s cash equivalents and marketable securities are identified at the following levels within the fair value hierarchy (in thousands):


	December 31, 2022
	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	50,820	$	50,820	$	—	$	—

Total	50,820		50,820		—		—
Marketable securities:
U.S. government-sponsored entity debt securities	18,417		—		18,417		—
Commercial paper securities	101,165		—		101,165		—
Corporate debt securities	11,670		—		11,670		—
Asset-backed securities	24,792		—		24,792		—
U.S. treasury bills	7,938				7,938
Certificates of deposit	37,461		—		37,461		—
Agency bonds	5,590				5,590
Total	207,033		—		207,033		—
Total cash equivalents and marketable securities	$	257,853	$	50,820	$	207,033	$	—


	December 31, 2021
	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	119,919	$	119,919	$	—	$	—

Total	119,919		119,919		—		—
Marketable securities:
U.S. government-sponsored entity debt securities	30,614		—		30,614		—
Commercial paper securities	105,757		—		105,757		—
Corporate debt securities	33,682		—		33,682		—
Asset-backed securities	70,701		—		70,701		—
Certificates of deposit	45,091		—		45,091		—
Total	285,845		—		285,845		—
Total cash equivalents and marketable securities	$	405,764	$	119,919	$	285,845	$	—

Cash Equivalents and Marketable Securities

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 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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

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,
	2022		2021		2020
Research and development	$	18,404	$	19,534	$	13,523
General and administrative	13,246		13,422		12,185
Total stock-based compensation expense	$	31,650	$	32,956	$	25,708

As of December 31, 2022, total stock-based compensation expense to be recognized in future periods related to unvested stock options was $23.3 million, which is expected to be expensed over a weighted-average period of 2.07 years. As of December 31, 2022, total stock-based compensation expense to be recognized in future periods related to unvested RSUs was $23.7 million, which is expected to be expensed over a weighted-average period of 1.90 years. There was no capitalized stock-based employee compensation expense as of December 31, 2022, 2021 or 2020.

Valuation Assumptions

Employee stock-based compensation expense was determined using the Black-Scholes option valuation model for stock options and employee share purchases under the ESPP. Option valuation models require the input of subjective assumptions and these assumptions can vary over time. The fair value of RSUs was based on the closing price of the underlying common stock on the date of grant.

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 the years ended December 31, 2022, 2021 and 2020 was $3.73, $7.34, and $5.25, 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 were as follows:


	Year Ended December 31,
	2022	2021	2020
Risk-free interest rate	2.15-3.69%	0.95-1.22%	0.34-0.61%
Expected term (in years)	5.46-5.49	5.46-5.52	5.51-5.57
Expected dividend yield of stock	—	—	—
Expected volatility	72.38-76.01%	77.30-79.77%	77.61-80.32%

Employees purchased 576,950, 433,107 and 274,382 shares of common stock through the ESPP at a weighted-average exercise price of $3.07, $7.78, and $7.34 per share during the years ended December 31, 2022, 2021 and 2020, respectively. The weighted-average estimated fair values of shares purchased under the Company’s ESPP during the years ended December 31, 2022, 2021 and 2020 were $1.85, $4.48 and $8.02, respectively, based upon the assumptions used in the Black-Scholes valuation model.

The assumptions used for estimating the fair value of the ESPP purchase rights are as follows:


	Year Ended December 31,
	2022	2021	2020
Risk-free interest rate	1.62-4.61%	0.01-2.80%	1.53-2.80%
Expected term (in years)	0.5-2.0	0.0-2.0	0.5-2.0
Expected dividend yield of stock	—	—	—
Expected volatility	57.97-72.14%	32.54-97.88%	51.02-91.96%

STOCK-BASED COMPENSATION - Assumptions Used for Estimating Fair Value of Employee Stock Options (Details) - Employee Stock Options	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield of stock	0.00%	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	2.15%	0.95%	0.34%
Expected term (in years)	5 years 5 months 15 days	5 years 5 months 15 days	5 years 6 months 3 days
Expected volatility	72.38%	77.30%	77.61%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	3.69%	1.22%	0.61%
Expected term (in years)	5 years 5 months 26 days	5 years 6 months 7 days	5 years 6 months 25 days
Expected volatility	76.01%	79.77%	80.32%

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES - Percentage of Accounts Receivable (Details) - Accounts Receivable - Accounts receivable from collaboration agreements, cost reimbursements concentration risk	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Novartis Institutes for BioMedical Research, Inc.
Concentration Risk [Line Items]
Percentage of accounts receivable	59.00%	32.00%
Kite Pharma, Inc.
Concentration Risk [Line Items]
Percentage of accounts receivable	19.00%	2.00%
Biogen MA, Inc.
Concentration Risk [Line Items]
Percentage of accounts receivable	14.00%	46.00%
Sanofi S.A.
Concentration Risk [Line Items]
Percentage of accounts receivable	0.00%	11.00%

CASH EQUIVALENTS AND MARKETABLE SECURITIES - Summary of Cash Equivalents and Available-for-Sale Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Cash and cash equivalents, at carrying value, total	$ 100,444	$ 178,872
Available-for-sale securities, amortized cost	207,923	286,138
Available-for-sale securities, gross unrealized gains	28	11
Available-for-sale securities, gross unrealized (Losses)	(918)	(304)
Available-for-sale securities, estimated fair value	207,033	285,845
Total cash equivalents and available-for-sale securities, amortized cost	258,743	406,057
Total cash equivalents and available-for-sale securities, gross unrealized gains	28	11
Total cash equivalents and available-for-sale securities, gross unrealized (losses)	(918)	(304)
Total cash equivalents and available-for-sale securities, estimated fair value	257,853	405,764
Money market funds
ASSETS
Cash and cash equivalents, at carrying value, total	50,820	119,919
Cash equivalents, gross unrealized gains	0	0
Cash and cash equivalents accumulated gross unrealized loss before tax	0	0
Cash equivalents, estimated fair value	50,820	119,919
Cash equivalents:
ASSETS
Cash and cash equivalents, at carrying value, total	50,820	119,919
Cash equivalents, gross unrealized gains	0	0
Cash and cash equivalents accumulated gross unrealized loss before tax	0	0
Cash equivalents, estimated fair value	50,820	119,919
U.S. government-sponsored entity debt securities
ASSETS
Available-for-sale securities, amortized cost	18,710	30,700
Available-for-sale securities, gross unrealized gains	0	1
Available-for-sale securities, gross unrealized (Losses)	(293)	(87)
Available-for-sale securities, estimated fair value	18,417	30,614
Commercial paper securities
ASSETS
Available-for-sale securities, amortized cost	101,336	105,792
Available-for-sale securities, gross unrealized gains	22	7
Available-for-sale securities, gross unrealized (Losses)	(193)	(42)
Available-for-sale securities, estimated fair value	101,165	105,757
Corporate debt securities
ASSETS
Available-for-sale securities, amortized cost	11,760	33,723
Available-for-sale securities, gross unrealized gains	0	1
Available-for-sale securities, gross unrealized (Losses)	(90)	(42)
Available-for-sale securities, estimated fair value	11,670	33,682
Asset-backed securities
ASSETS
Available-for-sale securities, amortized cost	24,970	70,807
Available-for-sale securities, gross unrealized gains	2	1
Available-for-sale securities, gross unrealized (Losses)	(180)	(107)
Available-for-sale securities, estimated fair value	24,792	70,701
U.S. treasury bills
ASSETS
Available-for-sale securities, amortized cost	7,950
Available-for-sale securities, gross unrealized gains	0
Available-for-sale securities, gross unrealized (Losses)	(12)
Available-for-sale securities, estimated fair value	7,938
Certificates of deposit
ASSETS
Available-for-sale securities, amortized cost	37,599	45,116
Available-for-sale securities, gross unrealized gains	4	1
Available-for-sale securities, gross unrealized (Losses)	(142)	(26)
Available-for-sale securities, estimated fair value	37,461	$ 45,091
Agency bonds
ASSETS
Available-for-sale securities, amortized cost	5,598
Available-for-sale securities, gross unrealized gains	0
Available-for-sale securities, gross unrealized (Losses)	(8)
Available-for-sale securities, estimated fair value	$ 5,590

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Summary of Domestic and Foreign Components of Loss Before Income Taxes

The domestic and foreign components of loss before income taxes were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Domestic	$	(216,573)	$	(185,216)	$	(126,624)
Foreign	24,724		7,225		5,847
Loss before income taxes	$	(191,849)	$	(177,991)	$	(120,777)

Summary of Benefit for Income Taxes

ncome tax expense consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021		2020
Income tax expense:
Current:
Federal	$	—	$	—	$	—
State	—		—		133
Foreign	500		886		686
Subtotal	500		886		819
Deferred:
Federal	—		—		—
State	—		—		—
Foreign	(71)		(580)		(474)
Subtotal	(71)		(580)		(474)
Income tax expense	$	429	$	306	$	345

Schedule of Difference Between Benefit for Income Taxes and Federal Statutory Income Tax Rate

The difference between the income tax expense and the amount computed by applying the federal statutory income tax rate to loss before income taxes is explained as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Tax at federal statutory rate	$	(40,288)	$	(37,372)	$	(25,363)
State taxes, net	(6,895)		(6,734)		(3,168)
Foreign rate differential	309		362		376
Global Intangible Low-taxed Income	1,002		637		1,335
Non-deductible stock-based compensation	3,545		2,770		4,232
Research credits	(6,694)		(5,230)		(3,657)
Change in valuation allowance	44,005		45,373		26,537
Transfer pricing settlement	4,343		—		—
Other	1,102		500		53
Income tax expense	$	429	$	306	$	345

Schedule of Company's Deferred Tax Assets

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):


	December 31,
	2022		2021
Assets:
Deferred tax assets:
Net operating loss carryforwards	$	174,129	$	159,740
Research and development tax credit carryforwards	44,264		35,260
Stock-based compensation	7,695		6,691
Deferred revenue	38,700		61,114
Capitalized research	37,985		—
Fixed assets	10,087		10,130
Lease liability	10,074		11,279
Accruals and reserves	1,603		1,119
Other	283		106
Total deferred tax asset	324,820		285,439
Valuation allowance	301,840		259,820
Deferred tax assets	22,980		25,619
Liabilities:
Intangible assets	(13,512)		(13,856)
Operating lease right-of-use assets	(14,620)		(17,348)
Deferred tax liabilities	(28,132)		(31,204)
Total net deferred tax liabilities	$	(5,152)	$	(5,585)

The deferred tax assets and liabilities based on tax jurisdictions are presented on the Consolidated Balance Sheets as follows (in thousands):


	December 31,
	2022		2021
Deferred tax assets (included in Other non-current assets on the Consolidated Balance Sheets)	$	1,118	$	1,060
Deferred tax liabilities	(6,270)		(6,645)
Net deferred tax liabilities	$	(5,152)	$	(5,585)

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,
	2022		2021		2020
Beginning balance	$	15,062	$	12,892	$	11,630
Additions based on tax positions related to the current year	3,177		2,454		2,834
Additions for tax positions of prior years	278		130		1,982
Reductions for tax positions of prior years	(338)		(414)		(3,554)
Ending balance	$	18,179	$	15,062	$	12,892

COMMITMENTS AND CONTINGENCIES - Summary of Future Minimum Payments under Contractual Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
2023	$ 6,832
2024	7,318
2025	7,552
2026	7,533
2027	7,480
Thereafter	15,807
Total lease payments	52,522
Imputed interest	(9,171)
Tenant improvement allowance included in contra-lease liability	(243)	$ 0	$ 0
Total	43,108
Short-term portion of lease liabilities (included in other accrued liabilities on the Consolidated Balance Sheet)	4,122	4,026
Long-term portion of lease liabilities	$ 38,986	$ 44,055
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other accrued liabilities	Other accrued liabilities

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES

Novartis Institutes for BioMedical Research, Inc.

On July 27, 2020, the Company entered into a collaboration and license agreement with Novartis Institutes for BioMedical Research, Inc. (“Novartis”) for the research, development and commercialization of gene regulation therapies to treat three neurodevelopmental disorders. Under the agreement, which was effective upon execution, the Company granted Novartis an exclusive, royalty bearing and worldwide license, under its relevant patents and know-how, to develop, manufacture and commercialize certain of its zinc finger (“ZF”) transcriptional regulators (“ZF-TRs”) targeted to three undisclosed genes that are associated with certain neurodevelopmental disorders, including autism spectrum disorder and intellectual disability. The Company is performing early research activities over the collaboration period for each gene target and manufacture the ZF-TRs required for such research, costs of which are funded by Novartis. Novartis is responsible for additional research activities, studies enabling INDs, clinical development, regulatory approvals, manufacturing of preclinical, clinical and approved products, and global commercialization. Subject to certain exceptions set forth in the agreement, the Company is prohibited from developing, manufacturing or commercializing any therapeutic product targeting any of the three genes that are the subject of the collaboration. Novartis also has the option to license certain of the Company’s proprietary adeno-associated viruses (“AAVs”) for the sole purpose of developing, manufacturing and commercializing licensed products arising from the collaboration.

Under the agreement, Novartis paid the Company a $75.0 million upfront license fee in August 2020. In addition to this fee and the cost reimbursements for early research activities, the Company is eligible to earn from Novartis up to $420.0 million in development milestones and up to $300.0 million in commercial milestones. The Company is also eligible to earn from Novartis tiered high single-digit to sub-teen double-digit royalties on potential net commercial sales of licensed products arising from the collaboration. These royalty payments will be subject to reduction due to patent expiration, loss of market exclusivity and payments made under certain licenses for third-party intellectual property. The agreement will continue, on a product-by-product and country-by-country basis, until the expiration of the applicable royalty term. Novartis has the right to terminate the agreement, in its entirety or on a target-by-target basis, for any reason after a specified notice period. Each party also has the right to terminate the agreement on account of the other party’s bankruptcy or material, uncured breach.

All payments received under the agreement, when earned, are non-refundable and non-creditable. The transaction price of $95.1 million includes the upfront license fee of $75.0 million and estimated research costs of $20.1 million to be provided over the estimated research period. All clinical or regulatory milestone amounts were considered fully constrained at inception of the agreement. As part of its evaluation of the constraint, the Company considered numerous factors, including the fact that achievement of the milestones at this time is uncertain and contingent upon future periods when the uncertainty related to the variable consideration is resolved. The Company will re-evaluate the transaction price, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

The Company assessed the agreement with Novartis in accordance with ASC Topic 606 and concluded that Novartis is a customer. The Company has identified a single performance obligation within this arrangement as a license to the technology and ongoing research services. The Company concluded that the license is not discrete as it does not have stand-alone value to Novartis apart from the research services to be performed pursuant to the agreement. As a result, the Company recognizes revenue from the upfront payment based on proportional performance of the ongoing research services through the estimated research period. The estimation of progress towards the satisfaction of performance obligation and project cost is reviewed quarterly and adjusted, as needed, to reflect the Company’s current assumptions regarding the timing of its performance

obligation. As of December 31, 2022 and 2021, the Company had a receivable of $2.2 million and $1.9 million, respectively, and deferred revenue of $9.6 million and $40.9 million, respectively, related to this agreement. These amounts are expected to be recognized over the period through 2023.

Revenues recognized under the agreement were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue related to Novartis agreement:
Recognition of upfront license fee	$	31,344	$	29,945	$	4,143
Research services	8,384		7,999		1,109
Total	$	39,728	$	37,944	$	5,252

The Company paid $1.5 million for financial advisory fees during the year ended December 31, 2020, equal to 2% of $75.0 million received for the upfront license fee related to the collaboration and license agreement with Novartis. The Company recognized $1.5 million as a contract asset as such amount represents a cost of obtaining the agreement. This balance is amortized and included in general and administrative expenses on a systematic basis consistent with the transfer of the services to Novartis in accordance with ASC Topic 340, Other Assets and Deferred Costs (“ASC Topic 340”). The Company amortized $0.6 million and $0.6 million during the years ended December 31, 2022 and 2021, respectively.

Biogen MA, Inc.

In February 2020, the Company entered into a collaboration and license agreement with Biogen MA, Inc. (“BIMA”) and Biogen International GmbH (together with BIMA, “Biogen”) for the research, development and commercialization of gene regulation therapies for the treatment of neurological diseases. The companies plan to leverage the Company’s proprietary ZF technology delivered via AAV to modulate expression of key genes involved in neurological diseases. Concurrently with the execution of the collaboration agreement, the Company entered into a stock purchase agreement with BIMA, pursuant to which BIMA agreed to purchase 24,420,157 shares of the Company’s common stock (the “Biogen Shares”), at a price per share of $9.2137, for an aggregate purchase price of approximately $225.0 million.

The collaboration agreement became effective in April 2020 following the termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and satisfaction of other customary closing conditions, including the payment of $225.0 million for the purchase of the Biogen Shares.

Under the collaboration agreement, Biogen paid the Company an upfront license fee of $125.0 million in May 2020. The Company is also eligible to receive research, development, regulatory and commercial milestone payments that could total up to approximately $2.4 billion if Biogen selects all of the targets allowed under the agreement and all the specified milestones set forth in the agreement are achieved, which includes up to $925.0 million in pre-approval milestone payments and up to $1.5 billion in first commercial sale and other sales-based milestone payments. In addition, the Company is eligible to receive tiered high single-digit to sub-teen royalties on potential net commercial sales of licensed products arising from the collaboration. 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.

Under the collaboration agreement, the Company granted to Biogen an exclusive, royalty bearing and worldwide license, under its relevant patents and know-how, to develop, manufacture and commercialize ZF and/or AAV-based products directed to certain neurological disease gene targets selected by Biogen. Biogen has already selected four of these: ST-501 to treat tauopathies, ST-502 to treat synucleinopathies including Parkinson’s disease, a third product candidate targeting DM1, a neuromuscular disease, and a fourth undisclosed neurological disease gene target. Biogen has exclusive rights to nominate up to seven additional targets over the remaining period of five years from the effective date of the collaboration agreement. For each gene target selected by Biogen, the Company performs early research activities, costs of which are shared by the companies, aimed at the development of the combination of proprietary central nervous system delivery vectors and ZF-TRs (or potential other ZF products) targeting therapeutically relevant genes. Biogen has assumed responsibility and costs for the IND‑enabling studies, clinical development, related regulatory interactions, and global commercialization. The Company is responsible for manufacturing activities for the initial clinical trials for the first three products of the collaboration and plans to leverage its in-house manufacturing capacity, where appropriate, which is currently in development. Biogen is responsible for manufacturing activities beyond the first clinical trial for each of the first three products. The Company’s research activities for any targets will be performed over the period not to exceed seven years from the effective date of the agreement (i.e., through April 2027). Subject to certain exceptions set forth in the collaboration agreement, the Company is prohibited from developing, manufacturing or commercializing any therapeutic product directed to the targets selected by Biogen.

The collaboration agreement continues on a product-by-product and country-by-country basis until the expiration of all applicable royalty terms. Biogen has the right to terminate the collaboration agreement, in its entirety or on a target-by-target

basis, for any reason after a specified notice period, and also has the right to replace up to eight targets. Each party has the right to terminate this agreement on account of the other party’s bankruptcy or material, uncured breach. In addition, the Company may terminate the collaboration agreement if Biogen challenges any patents licensed by the Company to Biogen.

Pursuant to the terms of the stock purchase agreement, Biogen has agreed not to, without the Company’s prior written consent and subject to specified conditions and exceptions, directly or indirectly acquire shares of the Company’s outstanding common stock, seek or propose a tender or exchange offer or merger between the parties, solicit proxies or consents with respect to any matter, or undertake other specified actions related to the potential acquisition of additional equity interests in the Company. Such standstill restrictions expire on the earlier of the three-year anniversary of the effectiveness of the collaboration agreement and the date that Biogen beneficially owns less than 5% of the Company’s common stock.

The Company assessed the collaboration agreement with Biogen in accordance with ASC Topic 606 and concluded that Biogen is a customer. The transaction price includes the upfront license fee of $125.0 million and the excess consideration from the stock purchase of $79.6 million, which represents the difference between the $225.0 million received for the purchase of the Biogen Shares and the $145.4 million estimated fair value of the equity issued. The equity issued to Biogen was valued using an option pricing model to reflect certain holding period restrictions. None of the clinical or regulatory milestones have been included in the transaction price, as none of the milestones have yet been achieved, and all such amounts are fully constrained. As part of its evaluation of the constraint, the Company considers numerous factors, including the fact that achievement of the milestones at this time is uncertain and contingent upon future periods when the uncertainty related to the variable consideration is resolved. The transaction price also includes actual and estimated cost-sharing payments by Biogen for the work by Company researchers and reimbursement of the Company’s costs incurred with third-parties. The amounts paid and expected to be paid to Biogen for the use of Biogen’s resources and its expenses are consideration paid to a customer. Since the Company does not acquire distinct goods or services in exchange for these payments, they reduce the transaction price and are recorded as reduction in revenue. The Company uses the expected value method to estimate cost sharing payments, taking into account the impact of constraint. Variable consideration is included in the transaction price only to the extent it is probable a significant reversal of cumulative revenues recognized would not occur. Target selection fees are included in the transaction price when the options for the associated targets are exercised. The Company re-evaluates the transaction price as uncertain events are resolved or other changes in circumstances occur.

The Company concluded that the licenses to its intellectual property are not distinct from the related research and development activities as the licensed technology is not shared with and cannot be utilized by Biogen without the research services to be performed by the Company pursuant to the agreement. On the other hand, each combination of a license to the Company's intellectual property as applied to a specific target and the related research and development activities are a discrete research project that is distinct from any other target’s project. The targets Biogen could select in the future are options that provide Biogen with material rights, as the exercise of the options does not require payment of a fee commensurate with the value of the incremental license rights. As a result, such options also represent performance obligations.

At contract inception, the Company allocated fixed consideration of $204.6 million included in the initial transaction price to the existing targets’ license and research services performance obligations and those performance obligations for options that include material rights, based on their relative standalone selling prices. Through December 31, 2022, one material right has expired, and seven material rights remain outstanding and will expire if not exercised in 2023 or in 2025.

As of December 31, 2022 and 2021, the Company had a receivable of $0.5 million and $2.8 million, respectively, and deferred revenue of $132.2 million and $154.0 million, respectively, related to this agreement. Changes in deferred revenue balances relate primarily to progress in delivery of the performance obligations. The amounts of transaction price remaining to be recognized were $151.3 million and $182.2 million as of December 31, 2022 and 2021, respectively. These amounts are expected to be recognized over the period through 2027. The timing of recognition will be affected by the volume of annual activity under the agreement and by whether and when Biogen exercises options for additional targets and could be subject to significant changes.

Revenues recognized under the agreement were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue related to Biogen agreement:
Recognition of license and other fixed consideration	$	21,820	$	29,224	$	21,356
Cost-sharing payments for research services, net variable consideration	6,599		13,076		6,545
Total	$	28,419	$	42,300	$	27,901

The Company paid $7.0 million for financial advisory fees during the year ended December 31, 2020, equal to 2% of $225.0 million received for the sale of shares and 2% of $125.0 million received for the upfront fee. The fees incurred related to

both the collaboration agreement with Biogen and to the stock purchase agreement for the sale of shares. The Company believes that the allocation of fees on a relative fair value basis between the two agreements is reasonable. The Company recognized $4.1 million, which represents 2% of the initial transaction price of $204.6 million, as a contract cost asset. This balance is released into general and administrative expenses on a systematic basis consistent with the transfer of the services to Biogen in accordance with ASC Topic 340. The Company recognized as expense $0.4 million, $0.6 million and $0.4 million during the years ended December 31, 2022, 2021 and 2020, respectively. The Company recognized $2.9 million, which represented 2% of the $145.4 million estimated fair value of the equity issued, as a share issuance cost and recorded this amount in equity as a reduction in net proceeds during the year ended December 31, 2020.

Kite Pharma, Inc.

In February 2018, the Company entered into a global collaboration and license agreement with Kite Pharma, Inc. (“Kite”), a Gilead Sciences, Inc. subsidiary, which became effective on April 5, 2018 (“Effective Date”), and was amended and restated in September 2019, for the research, development, and commercialization of potential engineered cell therapies for cancer. In this collaboration, Sangamo is working together with Kite on a research program under which the companies are designing zinc finger nucleases (“ZFNs”) and viral vectors to disrupt and insert certain genes in T-cells and natural killer cells (“NK-cells”) including the insertion of genes that encode chimeric antigen receptors (“CARs”), T-cell receptors (“TCRs”), and NK-cell receptors (“NKRs”) directed to mutually agreed targets. Kite is responsible for all clinical development, manufacturing and commercialization of any resulting products.

Subject to the terms of this agreement, the Company granted Kite an exclusive, royalty-bearing, worldwide sublicensable license under the Company’s relevant patents and know-how to develop, manufacture and commercialize, for the purpose of treating cancer, specific cell therapy products that may result from the research program and that are engineered ex vivo using selected ZFNs and viral vectors developed under the research program to express CARs, TCRs or NKRs directed to candidate targets.

During the research program term and subject to certain exceptions, the Company is prohibited from researching, developing, manufacturing and commercializing, for the purpose of treating cancer, any cell therapy product that, as a result of ex vivo genome editing, expresses a CAR, TCR or NKR that is directed to a target expressed on or in a human cancer cell. After the research program term concludes and subject to certain exceptions, the Company will be prohibited from developing, manufacturing and commercializing, for the purpose of treating cancer, any cell therapy product that, as a result of ex vivo genome editing, expresses a CAR, TCR or NKR that is directed to a candidate target.

Following the Effective Date, the Company received a $150.0 million upfront payment from Kite. In addition, Kite reimburses the Company’s direct costs to conduct the joint research program. Sangamo is also eligible to receive contingent development- and sales-based milestone payments that could total up to $3.0 billion if all of the specified milestones set forth in this agreement are achieved. Of this amount, approximately $1.3 billion relates to the achievement of specified research, clinical development, regulatory and first commercial sale milestones, and approximately $1.8 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 10 times that the associated milestone event is achieved regardless of the number of licensed products that may achieve such milestone event. In addition, the Company is entitled to receive escalating, tiered royalty payments with a percentage in the single digits based on future 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.

The initial research term in the agreement is six years from the Effective Date. Kite has an option to extend the research term for up to two additional one-year periods for a separate upfront fee of $10.0 million per year. All contingent payments under the agreement, when earned, will be non-refundable and non-creditable. Through the amendment and restatement of the agreement in September 2019, the Company and Kite agreed to expand the scope of the collaboration program to incorporate the use of lentiviral or retroviral vectors provided by Kite. Kite has the right to terminate this agreement in its entirety or on a per licensed product or per candidate target basis for any reason after a specified notice period. Each party has the right to terminate this agreement on account of the other party’s bankruptcy or material, uncured breach.

The Company assessed the agreement with Kite in accordance with ASC Topic 606 and concluded that Kite is a customer. The transaction price includes the upfront license fee of $150.0 million and estimated reimbursable service costs for the research projects over the estimated performance period. None of the clinical or regulatory milestones have been included in the transaction price, as none of the milestones have yet been achieved, and all amounts are fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including the fact that achievement of the milestones at this time is uncertain and contingent upon future periods when the uncertainty related to the variable consideration is resolved.

The transaction price also includes actual and estimated payments by Kite for the work by Company researchers and reimbursement of the Company’s costs incurred with third-parties. The Company uses the expected value method to estimate payments related to the Company’s researchers’ work, taking into account the impact of constraint. Variable consideration is included in the transaction price only to the extent it is probable a significant reversal of cumulative revenues recognized would not occur. The Company will re-evaluate the transaction price including the estimated variable consideration included in the transaction price and all constrained amounts in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

The Company has identified four performance obligations within the Kite agreement as follows: (1) a license to the technology combined with the obligation to perform research and development services to apply the Company’s technology to Kite-selected targets; (2) production of research materials; and (3-4) two material rights, each for an extension of the research period for an additional one-year term. Such extensions contain material rights because their exercise does not require payment of a fee that is commensurate with the value of the incremental research term. The license to the Company’s intellectual property is not distinct from the related research and development activities as the licensed technology is not shared with and cannot be utilized by Kite without the research services performed by the Company.

The Company allocated variable consideration (payments by Kite for the work performed by the Company’s researchers and third party costs, as well as any future milestones and royalties) to the specific performance obligations to which they relate, as such allocation would meet the allocation objective in ASC Topic 606. The Company allocated the fixed consideration of $150.0 million to the performance obligations based on their relative standalone selling prices. Standalone selling prices of optional research years are similar to those of the initial year, but additionally take into account the intrinsic value of the discount upon exercise and the likelihood of exercise.

Fees allocated to options with material rights are deferred until the options are exercised or expire. The exercise of options is accounted for as contract continuation, with target selection fees and estimated variable consideration included in the transaction price at that time and allocated specifically to the respective target’s performance obligation.

Revenue for the combined license and research services performance obligations is recognized over time, as Kite consumes the benefit of such services as they are being performed by the Company. For the license combined with research and development services performance obligation, the Company recognizes revenue based on proportional performance of the ongoing research services over the period during which the Company performs the services. The estimation of progress towards the satisfaction of this performance obligation and project costs are reviewed quarterly and adjusted, as needed, to reflect the Company’s assumptions regarding the estimated volume of required activities. The production of research materials performance obligation is accounted for under the right to invoice practical expedient, as the Company has the right to invoice Kite for these services in an amount that corresponds directly with the value of the services.

As of December 31, 2022, and 2021 the Company had a receivable of $0.7 million and $0.1 million, respectively, and deferred revenue of $19.4 million and $56.5 million, respectively, related to this agreement. Changes in deferred revenue balances relate primarily to progress in delivery of the performance obligations. The amounts of transaction price (excluding the amounts recognized as invoiced for the production of research materials performance obligation) remaining to be recognized were $19.7 million and $51.4 million as of December 31, 2022 and 2021, respectively. These amounts are expected to be recognized over the period through 2024. The timing of recognition will be affected by the volume of annual activity under the agreement and by whether and when Kite exercises options for additional years of services, and could be subject to significant changes.

Revenues recognized under the agreement were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue related to Kite agreement:
Recognition of license fee fixed consideration	$	37,032	$	24,977	$	25,046
Research services variable consideration	1,560		476		3,562
Total	$	38,592	$	25,453	$	28,608

Pfizer Inc.

Giroctocogene Fitelparvovec Global Collaboration and License Agreement

In May 2017, the Company entered into an exclusive global collaboration and license agreement with Pfizer, pursuant to which it established a collaboration for the research, development and commercialization of giroctocogene fitelparvovec, its gene therapy product candidate for hemophilia A, and closely related products.

Under this agreement, the Company is responsible for conducting the Phase 1/2 clinical trial and for certain manufacturing activities for giroctocogene fitelparvovec, while Pfizer is responsible for subsequent worldwide development, manufacturing, marketing and commercialization of giroctocogene fitelparvovec. Sangamo may also collaborate in the research and development of additional AAV-based gene therapy products for hemophilia A.

Subject to the terms of the agreement, the Company granted Pfizer an exclusive worldwide royalty-bearing license, with the right to grant sublicenses, to use certain technology controlled by the Company for the purpose of developing, manufacturing and commercializing giroctocogene fitelparvovec and related products. Pfizer granted the Company a non-exclusive, worldwide, royalty-free, fully paid license, with the right to grant sublicenses, to use certain manufacturing technology developed under the agreement and controlled by Pfizer to manufacture the Company’s products that utilize the AAV delivery system. During a specified period, neither the Company nor Pfizer is permitted to clinically develop or commercialize, outside of the collaboration, certain AAV-based gene therapy products for hemophilia A.

Unless earlier terminated, the agreement has a term that continues on a per product and per country basis until the later of (i) the expiration of patent claims that cover the product in a country, (ii) the expiration of regulatory exclusivity for a product in a country, and (iii) fifteen years after the first commercial sale of a product in a country. Pfizer has the right to terminate the agreement without cause in its entirety or on a per product or per country basis. The agreement may also be terminated by either party based on an uncured material breach by the other party or the bankruptcy of the other party. Upon termination for any reason, the license granted by the Company to Pfizer to develop, manufacture and commercialize giroctocogene fitelparvovec and related products will automatically terminate. Upon termination by the Company for cause or by Pfizer in any country or countries, Pfizer will automatically grant the Company an exclusive, royalty-bearing license under certain technology controlled by Pfizer to develop, manufacture and commercialize giroctocogene fitelparvovec in the terminated country or countries.

Upon execution of the agreement, the Company received an upfront fee of $70.0 million and is eligible to receive up to $208.5 million in payments upon the achievement of specified clinical development, intellectual property and regulatory milestones and up to $266.5 million in payments upon first commercial sale milestones for giroctocogene fitelparvovec 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 agreement, is up to $475.0 million, which includes up to $300.0 million for giroctocogene fitelparvovec and up to $175.0 million for other products that may be developed under the agreement, subject to reduction on account of payments made under certain licenses for third-party intellectual property. In addition, Pfizer agreed to pay the Company royalties for each potential licensed product developed under the agreement that are 14% - 20% of the annual worldwide 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, two milestones of $55.0 million in aggregate have been achieved and paid, however no products have been approved and therefore no royalty fees have been earned under the agreement.

The Company assessed the agreement with Pfizer in accordance with ASC Topic 606 and concluded that Pfizer was a customer. The total transaction price under this agreement was $134.0 million, which represented the upfront fee and research services fees of $79.0 million and fees related to two achieved milestones in an aggregate amount of $55.0 million. Sangamo was responsible for internal and external research costs as part of the upfront fee and had the ability to request additional reimbursement from Pfizer if certain conditions were met. None of the constrained clinical or regulatory milestones were included in the transaction price. As part of its evaluation of the constraint, the Company considered numerous factors, including the fact that achievement of the milestones at the time was uncertain and contingent upon future periods when the uncertainty related to the variable consideration is resolved.

The Company has identified the performance obligations within the agreement as a license to the technology and ongoing research services. The Company concluded that the license was not discrete as it did not have stand-alone value to Pfizer apart from the research services to be performed by the Company pursuant to the agreement. As a result, the Company recognized revenue from the upfront payment based on proportional performance of the ongoing research services through 2020, the period during which the Company performed research services. The estimation of progress towards the satisfaction of its performance obligation and project cost was reviewed quarterly and adjusted, as needed, to reflect the Company’s assumptions regarding the timing of its deliverables.

In December 2020, the Company satisfied the deliverables and research services responsibilities within the arrangement. As a result, the Company recognized the remaining deferred revenue from the upfront payment in December 2020 and no revenues have been recognized during the years ended December 31, 2022 and 2021.

In December 2019, the Company entered into an amendment to the collaboration agreement, pursuant to which the Company transferred the IND for giroctocogene fitelparvovec to Pfizer. Upon this transfer the Company achieved a $25.0 million milestone as the conditions for achieving the milestone were met. The cumulative revenue recognized in

connection with this milestone was $25.0 million as of December 31, 2020 and included $1.3 million recognized during the year ended December 31, 2020.

In September 2020, the Company determined that there was a high probability of achievement of a $30.0 million milestone with Pfizer for giroctocogene fitelparvovec. The milestone was subsequently achieved upon dosing of the first subject in a Phase 3 clinical trial in early October 2020. The cumulative revenue recognized in connection with this milestone was $30.0 million during the year ended December 31, 2020.

Revenues recognized under the agreement were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue related to Pfizer giroctocogene fitelparvovec agreement:
Recognition of upfront fee and research services	$	—	$	—	$	3,111
Milestone achievement	—		—		31,338
Total	$	—	$	—	$	34,449

In March 2020, the Company recorded an adjustment to revenue related to a change in estimate in connection with the giroctocogene fitelparvovec collaboration agreement with Pfizer. This adjustment was a direct result of the decision to decrease the project scope and the corresponding costs, after the successful IND transfer of the giroctocogene fitelparvovec product candidate to Pfizer, both of which resulted in an increase in the measure of proportional cumulative performance. This adjustment increased revenue by $2.4 million, decreased net loss by $2.4 million and decreased the Company’s basic net loss per share by $0.02 for year ended December 31, 2020.

C9ORF72 Research Collaboration and License Agreement

In December 2017, the Company entered into a separate exclusive, global collaboration and license agreement with Pfizer for the development and commercialization of potential gene therapy products that use ZF-TRs to treat amyotrophic lateral sclerosis and frontotemporal lobar degeneration linked to mutations of the C9ORF72 gene. Pursuant to this agreement, the Company agreed to work with Pfizer on a research program to identify, characterize and preclinically develop ZF-TRs that bind to and specifically reduce expression of the mutant form of the C9ORF72 gene.

Subject to the terms of this agreement, the Company granted Pfizer an exclusive, royalty-bearing, worldwide license under the Company’s relevant patents and know-how to develop, manufacture and commercialize gene therapy products that use resulting ZF-TRs that satisfy pre-agreed criteria. During a specified period, neither the Company nor Pfizer will be permitted to research, develop, manufacture or commercialize outside of the collaboration any ZFPs that specifically bind to the C9ORF72 gene.

Unless earlier terminated, the agreement has a term that continues on a per licensed product and per country basis until the later of (i) the expiration of patent claims that cover the licensed product in a country, (ii) the expiration of regulatory exclusivity for a licensed product in a country, and (iii) 15 years after the first commercial sale of a licensed product in a major market country. Pfizer also has the right to terminate the agreement without cause in its entirety or on a per product or per country basis. The agreement may also be terminated by either party based on an uncured material breach by the other party or the bankruptcy of the other party. The agreement will also terminate if the Company is unable to identify any lead candidates for development within a specified period of time or if Pfizer elects not to advance a lead candidate beyond a certain development milestone within a specified period of time. Upon termination for any reason, the license granted by the Company to Pfizer to develop, manufacture and commercialize licensed products under the agreement will automatically terminate. Upon termination by the Company for cause or by Pfizer without cause for any licensed product or licensed products in any country or countries, the Company will have the right to negotiate with Pfizer to obtain a non-exclusive, royalty-bearing license under certain technology controlled by Pfizer to develop, manufacture and commercialize the licensed product or licensed products in the terminated country or countries.

Following termination by the Company for Pfizer’s material breach, Pfizer will not be permitted to research, develop, manufacture or commercialize ZFPs that specifically bind to the C9ORF72 gene for a period of time. Following termination by Pfizer for the Company’s material breach, the Company will not be permitted to research, develop, manufacture or commercialize ZFPs that specifically bind to the C9ORF72 gene for a period of time.

The Company received a $12.0 million upfront payment from Pfizer and is eligible to receive up to $60.0 million in development milestone payments from Pfizer contingent on the achievement of specified preclinical development, clinical development and first commercial sale milestones, and up to $90.0 million in commercial milestone payments if annual worldwide net sales of the licensed products reach specified levels. In addition, Pfizer will pay the Company royalties of 14% - 20% of the annual worldwide net sales of the 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. 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 the licensed products. To date, a milestone of $5.0 million has been achieved and paid, however no products have been approved and therefore no royalty fees have been earned under the C9ORF72 Pfizer agreement.

The Company assessed the agreement with Pfizer in accordance with ASC Topic 606 and concluded that Pfizer was a customer. The Company concluded the total transaction price under this agreement was $17.0 million, which represented the upfront fees of $12.0 million and fees related to achievement of one milestone in the amount of $5.0 million. None of the constrained clinical or regulatory milestones were included in the transaction price. As part of its evaluation of the constraint, the Company considered numerous factors, including the fact that achievement of the milestones at the time was uncertain and contingent upon future periods when the uncertainty related to the variable consideration is resolved.

The Company had identified the performance obligations within this agreement as a license to the technology and ongoing research services. The Company concluded that the license is not discrete as it does not have stand-alone value to Pfizer apart from the services to be performed by the Company pursuant to the agreement. As a result, the Company recognized revenue from the upfront payment based on proportional performance of the ongoing research services through 2020, the period the Company performed research services.

The Company satisfied the deliverables and research services responsibilities within the arrangement in September 2020, and as a result, earned a $5.0 million milestone, which the Company recognized on a cumulative basis during the year ended December 31, 2020. In addition, the Company recognized the remaining deferred revenue from the upfront payment in September 2020, and no revenues have been recognized during the year ended December 31, 2022 and 2021.

Revenues recognized under the agreement were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue related to Pfizer C9ORF72 agreement:
Recognition of upfront fee	$	—	$	—	$	7,985
Milestone achievement	—		—		5,000
Total	$	—	$	—	$	12,985

During the year ended December 31, 2020, the Company recorded adjustments to revenue related to changes in estimate in connection with the C9ORF72 collaboration agreement with Pfizer. These adjustments were a direct result of the decision to decrease the project scope and the corresponding costs due to advancement of the program, which resulted in an increase in the measure of proportional cumulative performance. These adjustments increased revenue by $8.8 million, decreased net loss by $8.8 million and decreased the Company’s basic net loss per share by $0.06 for the year ended December 31, 2020.

Sanofi S.A.

In January 2014, the Company entered into an exclusive worldwide collaboration and license agreement (“2014 Collaboration Agreement”) to develop therapeutics for hemoglobinopathies, focused on beta thalassemia and sickle cell disease (“SCD”). The 2014 Collaboration Agreement was originally signed with BIMA, who subsequently assigned it to Bioverativ Inc., which was later acquired by Sanofi. Under the 2014 Collaboration Agreement, the Company was originally jointly conducting two research programs: a beta thalassemia program, which was discontinued in the third quarter of 2021, and the SCD program, which resulted in the development of SAR445136 (now known as BIVV003), a ZFN, gene-edited cell therapy product candidate for the treatment of SCD. In December 2021, Sanofi notified the Company of its termination for convenience, effective June 28, 2022 (the “Termination Date”), of the 2014 Collaboration Agreement. A termination and transition agreement (the “Termination and Transition Agreement”) was executed by the parties on September 6, 2022.

In the SCD program, the Company and Sanofi were jointly responsible for research and development activities prior to filing of an IND, but Sanofi was responsible for subsequent worldwide clinical development, manufacturing and commercialization of licensed products developed under the agreement. Subject to the terms of the agreement, the Company had granted Sanofi an exclusive, royalty-bearing license, with the right to grant sublicenses, to use certain ZF and other technology controlled by the Company for the purpose of researching, developing, manufacturing and commercializing licensed products developed under the agreement. The Company had also granted Sanofi a non-exclusive worldwide, royalty-free fully paid license with the right to grant sublicenses, under the Company’s interest in certain other intellectual property developed pursuant to the agreement. During the term of the agreement, the Company was not permitted to research, develop, manufacture or commercialize, outside of the agreement, certain gene therapy products that target genes relevant to the licensed products.

Under the 2014 Collaboration Agreement, the Company received an upfront license fee of $20.0 million and was eligible to receive additional payments upon the achievement of specified clinical development, regulatory milestones, and sales milestones, as well as royalty payments for each licensed product based on net sales of such product. Sanofi was also to reimburse Sangamo for agreed upon costs incurred in connection with research and development activities conducted by Sangamo. Through the Termination Date, a total of $13.5 million was received based on achievement of clinical development milestones. No products have been approved and therefore no royalty fees have been or will be earned under the 2014 Collaboration Agreement.

In its termination notice to the Company, Sanofi indicated that its termination relates to Sanofi’s change in strategic direction to focus on allogeneic universal genomic medicine approaches rather than autologous personalized cell therapies. As of the Termination Date, the 2014 Collaboration Agreement was terminated in its entirety and following the Termination Date, the Company will not be entitled to receive any further milestone payments or royalties from Sanofi. As of the Termination Date, Sanofi has no further obligations under the 2014 Collaboration Agreement to develop or to fund the development of any collaboration research programs under the 2014 Collaboration Agreement. The licenses granted to Sanofi under the 2014 Collaboration Agreement have been terminated, and the license rights have reverted to the Company.

As part of the Termination and Transition Agreement, Sanofi granted to the Company exclusive, worldwide, fully paid, royalty-free, perpetual, irrevocable licenses, with the right to grant sublicenses through multiple tiers, to certain of its intellectual property, to develop, manufacture, have manufactured, use, sell, offer to sale, import and otherwise commercialize BIVV003, the product candidate in development under the SCD program. The Company agreed to take on responsibilities for all clinical trials related to BIVV003, including completion of the ongoing clinical trial and the related long-term follow-up study. The Company also assumed all regulatory responsibilities related to BIVV003. Sanofi transferred and assigned to the Company all documentation, materials and contracts with third parties related to BIVV003, and the right to use certain Sanofi-owned or leased equipment related to BIVV003.

Sanofi has also agreed to reimburse the Company for the costs of conducting the ongoing clinical trial of BIVV003 and the costs of the long-term follow-up study through December 31, 2023, up to $7.0 million. In addition, should the Company elect not to continue the development of BIVV003 past December 31, 2023, Sanofi will become obligated to reimburse the Company for the costs of the long-term follow-up study incurred after 2023, up to $5.3 million. Sanofi’s reimbursement obligations will terminate upon certain triggering events, including the Company’s entering into a contract with a third party for collaboration, partnership, sale, licensing, or divestiture of BIVV003, or if the FDA permits early closure of the clinical trial and/or the long-term follow-up study.

The Company assessed the 2014 Collaboration Agreement in accordance with ASC Topic 606 and concluded that Sanofi was a customer, under that arrangement. The Company identified the performance obligation within this arrangement as a license to the technology combined with ongoing research services activities. The Company concluded that the license was not distinct as it did not have stand-alone value to Sanofi without the research services. As a result, the Company recognized revenue from the upfront payment and the milestones based on progress of performance of the ongoing research services. The estimation of progress towards the satisfaction of the performance obligation and project cost was reviewed quarterly and adjusted, as needed, to reflect the Company’s then current assumptions regarding the timing of its deliverables. Related costs and expenses under these arrangements have historically approximated the revenues recognized. Sanofi’s December 2021 notice of termination of the 2014 Collaboration Agreement represented a modification that reduced the expected scope of the Company’s services and the estimated transaction price and shortened the remaining performance timeline. Consistent with this change, all services provided by the Company under the 2014 Collaboration Agreement were completed by June 28, 2022, and all amounts ultimately included in the transaction price were recognized by such date. The final transaction price of $96.3 million included the upfront license fee of $20.0 million, two milestone payments in the aggregate amount of $13.5 million and reimbursement of research costs of $62.8 million. As of December 31, 2022 and 2021, the Company had a receivable of zero and $0.6 million, respectively, related to the 2014 Collaboration Agreement. Deferred revenue related to the 2014 Collaboration Agreement was zero and $1.1 million, respectively.

The Company concluded that Sanofi is not a customer under the Termination and Transition Agreement as Sanofi is not entitled to receive and cannot use the results of the ongoing clinical trial or the long-term follow-up study. This relationship is also not a collaboration in the scope of ASC Topic 808, Collaborative Arrangements. The Company concluded that the assets acquired from Sanofi do not represent a business, as substantially all of their value is concentrated in the acquired or re-acquired licenses to intellectual property. The Company has no obligation to repay Sanofi for its ongoing funding of the clinical trial or long-term follow-up study costs. Therefore, the Company will recognize Sanofi reimbursements as reductions to its research and development expense. During the year ended December 31, 2022, the Company decreased its research and development expense by $2.1 million, of which $1.1 million is included within prepaid expenses and other current assets on the Company’s Consolidated Balance Sheet as of December 31, 2022.

Revenues recognized under the agreement were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Revenue related to Sanofi agreement:
Recognition of upfront fee	$	677	$	34	$	298
Research services	2,126		3,057		4,823
Milestone achievement	457		23		201
Total	$	3,260	$	3,114	$	5,322

During the year ended December 31, 2021, the Company recorded adjustments to revenue related to changes in estimates in connection with the collaboration agreement with Sanofi. These changes in estimates were driven by a change in project scope and related project costs in September 2021 and subsequent notification of termination of the collaboration agreement which resulted in changes to the measure of proportional cumulative performance. These adjustments decreased revenue by $1.6 million, increased net loss by $1.6 million and increased the Company’s basic and diluted net loss per share by $0.01 for the year ended December 31, 2021.

During the year ended December 31, 2020, the Company recorded an adjustment to revenue related to a change in estimate in connection with the collaboration agreement with Sanofi. This adjustment was a direct result of the decision in March 2020 to increase the project scope and the corresponding costs, both of which resulted in a decrease in the measure of proportional cumulative performance. This adjustment decreased revenue by $2.2 million, increased net loss by $2.2 million and increased the Company’s basic net loss per share by $0.02 for the year ended December 31, 2020.

California Institute for Regenerative Medicine

In May 2018, the California Institute for Regenerative Medicine (“CIRM”) granted a Strategic Partnership Award for $8.0 million to fund the clinical studies of a potentially curative ZF therapeutic for the treatment of beta thalassemia based on the application of Sangamo’s ZF nuclease genome editing technology. The grant provided matching funds to support ST-400, a gene-edited cell therapy candidate for people with transfusion-dependent beta thalassemia. Under the terms of the CIRM grant, the Company was obligated to pay royalties and licensing fees based on a low single digit royalty percentage on net sales of CIRM-funded product candidates or CIRM-funded technology. The Company had the option to decline any and all amounts awarded by CIRM and as an alternative to revenue sharing, the Company had the option to convert the award to a loan, however no such election had been made as of December 31, 2020. The Company had received $5.2 million under the award as of December 31, 2020. The Company had recorded $6.4 million, including accrued interest of $1.2 million, as a loan related to this award in other non-current liabilities on the Consolidated Balance Sheet as of December 31, 2020.

As a result of the November 2021 decision to discontinue the development of ST‑400 in order to prioritize the development of other product candidates, the grant was terminated. In connection with the termination and discontinuation of the program, the Company elected not to convert the award to a loan and recognized the non-refundable award amount of $5.2 million as a reduction of research and development expenses, and $1.2 million of accrued interest on the award as interest and other income, net, on the Company’s Consolidated Statements of Operations for the year ended December 31, 2021. No amounts related to this award were included on the Consolidated Balance Sheets as of December 31, 2022 and 2021.

Agreement with Sigma-Aldrich Corporation

In 2007, Sangamo entered into a license agreement with Sigma-Aldrich Corporation (“Sigma”) to provide Sigma with access to Sangamo’s proprietary ZF technology and the exclusive right to use the technology to develop and commercialize research reagent products and services in the research field, excluding certain agricultural research uses that Sangamo previously licensed to Dow AgroSciences LLC (“DAS”), a wholly-owned subsidiary of Dow Chemical Company. Sangamo developed laboratory research reagents using its ZF technology over a three-year research services period. Sangamo has since transferred the ZF 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 ZF-modified cell lines for commercial production of protein pharmaceuticals and certain ZF-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, 2022, 2021 and 2020, were $0.9 million, $1.1 million and $0.5 million, respectively.

Agreement with DAS

In 2005, Sangamo entered into an exclusive commercial license with DAS, with an initial three-year research term. Under this agreement, Sangamo is providing DAS with access to its proprietary ZF technology and the exclusive right to use the technology to modify the genomes or alter the nucleic acid or protein expression of plant cells, plants, or plant cell cultures. Sangamo has retained rights to use plants or plant-derived products to deliver ZF-TRs or ZFNs into humans or animals for diagnostic, therapeutic or prophylactic purposes. In 2008, DAS exercised its option and obtained a commercial license to sell products incorporating or derived from plant cells generated using the Company’s ZF technology. The exercise of the option triggered a one-time commercial license fee of $6.0 million, payment of the remaining $2.3 million of the previously agreed upon $4.0 million in research milestones, development and commercialization milestone payments for each product, and royalties on sales of products. In December 2010, the Company amended its agreement with DAS to extend the period of reagent manufacturing services and research services through December 31, 2012.

The agreement with DAS provided that DAS has the right to enter into certain sublicenses with third parties to use ZF products derived from Company’s ZF technology (“Licensing Program”) and also provided for minimum annual payment obligations each year due to Sangamo every October, provided the Licensing Program is not terminated by DAS. Annual fees ranged from $0.3 million to $3.0 million and totaled $25.3 million over 11 years, with the last payment being in October 2020 in the amount of $3.0 million. The Company had identified the performance obligation within this arrangement as a license to the technology. In July 2021, DAS gave notice to the Company of termination of the Licensing Program, effective as of September 2021. However, Sangamo’s sublicense to DAS remains in effect, as does the DAS agreement itself. In the event of any termination of the agreement, all rights to use the Company’s ZF technology will revert to Sangamo, and DAS will no longer be permitted to practice Sangamo’s ZF technology or to develop or, except in limited circumstances, commercialize any products derived from the Company’s ZF technology.

Revenues recognized under the agreement with DAS for the years ended December 31, 2022, 2021 and 2020 were zero, $0.2 million, and $3.0 million, respectively.

CONSOLIDATED STATEMENTS OF STOCKHOLERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive (Loss) Income	Non- Controlling Interest
Beginning Balances (in shares) at Dec. 31, 2019		115,972,708
Beginning Balances at Dec. 31, 2019	$ 432,739	$ 1,160	$ 1,090,828	$ (656,985)	$ (2,449)	$ 185
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax (in shares)		1,395,956
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax	$ 8,559	$ 14	8,545
Issuance of common stock under employee stock purchase plan (in shares)	274,382	274,382
Issuance of common stock under employee stock purchase plan	$ 2,015	$ 3	2,012
Issuance of common stock, net (in shares)		24,420,157
Issuance of common stock, net	142,526	$ 244	142,282
Stock-based compensation	25,708		25,708
Acquisition of additional shares of Sangamo France	(927)					(927)
Foreign currency translation adjustment	8,345				8,345
Net pension gain (loss)	(193)				(193)
Net unrealized loss on marketable securities, net of tax	(284)				(284)
Buy-out of non-controlling interest	0
Net loss	(121,122)			(120,996)		(126)
Ending Balances (in shares) at Dec. 31, 2020		142,063,203
Ending Balances at Dec. 31, 2020	497,366	$ 1,421	1,269,375	(777,981)	5,419	(868)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax (in shares)		1,417,288
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax	$ 2,389	$ 14	2,375
Issuance of common stock under employee stock purchase plan (in shares)	433,107	433,107
Issuance of common stock under employee stock purchase plan	$ 3,370	$ 4	3,366
Issuance of common stock, net (in shares)		2,007,932
Issuance of common stock, net	27,099	$ 20	27,079
Stock-based compensation	32,956		32,956
Acquisition of additional shares of Sangamo France	(134)		(70)			(64)
Foreign currency translation adjustment	(8,351)				(8,351)
Net pension gain (loss)	(716)				(716)
Net unrealized loss on marketable securities, net of tax	(339)				(339)
Buy-out of non-controlling interest	943		(943)			943
Net loss	$ (178,297)			(178,286)		(11)
Ending Balances (in shares) at Dec. 31, 2021	145,921,530	145,921,530
Ending Balances at Dec. 31, 2021	$ 375,343	$ 1,459	1,334,138	(956,267)	(3,987)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax (in shares)		994,097
Issuance of common stock upon exercise of stock options and in connection with restricted stock units, net of tax	$ (1,980)	$ 10	(1,990)
Issuance of common stock under employee stock purchase plan (in shares)	576,950	576,950
Issuance of common stock under employee stock purchase plan	$ 1,771	$ 6	1,765
Issuance of common stock, net (in shares)		19,300,743
Issuance of common stock, net	84,869	$ 193	84,676
Stock-based compensation	31,650		31,650
Foreign currency translation adjustment	(4,606)				(4,606)
Net pension gain (loss)	786				786
Net unrealized loss on marketable securities, net of tax	(597)				(597)
Buy-out of non-controlling interest	0
Net loss	$ (192,278)			(192,278)
Ending Balances (in shares) at Dec. 31, 2022	166,793,320	166,793,320
Ending Balances at Dec. 31, 2022	$ 294,958	$ 1,668	$ 1,450,239	$ (1,148,545)	$ (8,404)	$ 0

CASH EQUIVALENTS AND MARKETABLE SECURITIES - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Investments, Debt and Equity Securities [Abstract]
Allowance for credit loss related to marketable securities, not previously recorded	$ 0	$ 0	$ 0
Other impairment charges related to marketable securities	0	0	$ 0
Allowance for credit loss related to marketable securities	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 100,444	$ 178,872
Marketable securities	177,188	197,676
Interest receivable	794	349
Accounts receivable	3,678	6,013
Prepaid expenses and other current assets	18,223	15,859
Total current assets	300,327	398,769
Marketable securities, non-current	29,845	88,169
Property and equipment, net	63,531	51,523
Intangible assets	50,729	53,760
Goodwill	37,552	39,702
Operating lease right-of-use assets	62,002	73,181
Other non-current assets	17,023	15,319
Restricted cash	1,500	1,500
Total assets	562,509	721,923
Current liabilities:
Accounts payable	22,418	9,759
Other accrued liabilities	16,007	11,577
Accrued compensation and employee benefits	21,506	20,840
Deferred revenues	51,780	85,711
Total current liabilities	111,711	127,887
Deferred revenues, non-current	109,377	166,776
Long-term portion of lease liabilities	38,986	44,055
Deferred income tax	6,270	6,645
Other non-current liabilities	1,207	1,217
Total liabilities	267,551	346,580
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized, and no shares issued or outstanding	0	0
Common stock, $0.01 par value; 320,000,000 shares authorized; 166,793,320 and 145,921,530 shares issued and outstanding at December 31, 2022 and 2021, respectively	1,668	1,459
Additional paid-in capital	1,450,239	1,334,138
Accumulated deficit	(1,148,545)	(956,267)
Accumulated other comprehensive loss	(8,404)	(3,987)
Total stockholders’ equity	294,958	375,343
Total liabilities and stockholders’ equity	$ 562,509	$ 721,923

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Revenue from Strategic Partnering Collaboration Agreements and Research Activity Grants as a Percentage of Total Revenues

Revenues from major collaboration agreements and research activity grants as a percentage of total revenues were as follows:


	Year Ended December 31,
	2022		2021		2020

Novartis Institutes for BioMedical Research, Inc.	36	%	34	%	4	%
Kite Pharma, Inc.	35	%	23	%	24	%
Biogen MA, Inc.	26	%	38	%	24	%
Sanofi S.A.	3	%	3	%	5	%
Pfizer Inc.	—	%	—	%	40	%

Schedules of Percentage of Accounts Receivable by Collaboration Partners

As of December 31, 2022 and 2021, the percentage of accounts receivable by collaboration partners who individually accounted for 10% or more of accounts receivable were as follows:


	As of December 31,
	2022		2021
Novartis Institutes for BioMedical Research, Inc.	59	%	32	%
Kite Pharma, Inc.	19	%	2	%
Biogen MA, Inc.	14	%	46	%

Sanofi S.A.	—	%	11	%

Schedule of Cash and Cash Equivalents

A reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying Consolidated Balance Sheets to the amounts reported within the accompanying Consolidated Statements of Cash Flows is as follows (in thousands):


	As of December 31,
	2022		2021		2020
Cash and cash equivalents	$	100,444	$	178,872	$	131,329

Non-current restricted cash	1,500		1,500		1,500
Cash, cash equivalents, and restricted cash as reported within the Consolidated Statements of Cash Flows	$	101,944	$	180,372	$	132,829

Restrictions on Cash and Cash Equivalents


	As of December 31,
	2022		2021		2020
Cash and cash equivalents	$	100,444	$	178,872	$	131,329

Non-current restricted cash	1,500		1,500		1,500
Cash, cash equivalents, and restricted cash as reported within the Consolidated Statements of Cash Flows	$	101,944	$	180,372	$	132,829

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Kite Pharma, Inc. (Details) $ in Thousands	1 Months Ended
	Sep. 30, 2019 USD ($) material_right performance_obligation	Apr. 30, 2018 USD ($) milestone option	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Accounts receivable			$ 3,678	$ 6,013
Kite Pharma, Inc. \| License and Service
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Contract with customer liability		$ 150,000
Number of remaining performance obligations \| performance_obligation	4
Number of material rights for renewal of research period \| material_right	2
Renewal period	1 year
Fixed consideration	$ 150,000
Remaining performance obligation amount			19,700	51,400
Kite Pharma, Inc. \| Collaboration and license agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments received		$ 150,000
Initial research term of agreement		6 years
Number of options to extend initial research term \| option		2
Extended research term of agreement		1 year
Separate fee for additional term		$ 10,000
Contract with customer liability			19,400	56,500
Accounts receivable			$ 700	$ 100
Kite Pharma, Inc. \| Collaboration and license agreement \| Achievement of specified research, clinical development, regulatory and first commercial sale milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Contingent development and sales-based milestone payments to be received		1,300,000
Kite Pharma, Inc. \| Collaboration and license agreement \| Achievement of specified sales-based milestones if annual worldwide net sales of licensed products reach specified levels
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Contingent development and sales-based milestone payments to be received		$ 1,800,000
Maximum amount of achieved milestones to receive payment \| milestone		10
Kite Pharma, Inc. \| Collaboration and license agreement \| Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and sales-based milestone payments to be received		$ 3,000,000

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

Sangamo Therapeutics, Inc. (“Sangamo” or “the Company”) was incorporated in the State of Delaware in June 1995 and changed its name from Sangamo Biosciences, Inc. in January 2017. Sangamo is a clinical-stage genomic medicine company committed to translating ground-breaking science into medicines that transform the lives of patients with serious diseases.

Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in the Consolidated Financial Statements. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net loss attributable to non-controlling interests on its Consolidated Statements of Operations equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties.

Liquidity, Capital Resources and Management’s Plans

Sangamo is currently working on a number of long-term development projects that involve experimental technologies. The projects may require several years and substantial expenditures to complete and ultimately may be unsuccessful. In recent years, the Company’s operations have been funded primarily through collaborations and strategic partnerships, research grants and from the issuance of equity securities. As of December 31, 2022, the Company had capital resources of $307.5 million consisting of cash, cash equivalents, and marketable securities. Management believes that the Company’s existing cash, cash equivalents, and marketable securities will be sufficient to fund its operations for at least the next 12 months from the date these Consolidated Financial Statements are issued.

Under Accounting Standard Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern (“ASC Topic 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the Consolidated Financial Statements are issued. As required under ASC Topic 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the Consolidated Financial Statements are issued.

Substantial Doubt Raised

In performing the first step of the evaluation, the Company concluded that the following conditions raised substantial doubt about its ability to continue as a going concern:

•Net loss of $192.3 million and $178.3 million for the years ended December 31, 2022 and 2021, respectively, and history of recurring net losses; and

•Accumulated deficit of $1,148.5 million and $956.3 million as of December 31, 2022 and 2021, respectively.

Consideration of Management’s Plans

In performing the second step of this assessment, the Company is required to evaluate whether it is probable that its plans will be effectively implemented within one year after the consolidated financial statements are issued and whether it is probable those plans will alleviate the substantial doubt about its ability to continue as a going concern.

The Company has identified several potential actions including cost preservation measures that would be initiated in a timely manner to address the Company’s liquidity needs over the twelve-month period from the date the Consolidated Financial Statements are issued, as follows:

•Deferral and reprioritization of certain research and development programs that would involve reduced program and headcount spend;

•Pause on any new hiring and reduction in ancillary expenses such as travel and recruitment expenses; and

•Reduction in non-critical capital and operating expenditures including additional equipment, lab improvements, efficiency projects, and business support spend.

Management Assessment of Ability to Continue as a Going Concern

The Company believes management’s plans, as described more fully above, will provide sufficient liquidity to meet its financial obligations and maintain levels of liquidity over the twelve-month period from the date the Consolidated Financial Statements are issued. Therefore, management concluded these plans alleviate the substantial doubt that was raised about the Company’s ability to continue as a going concern for at least twelve months from the date that the Consolidated Financial Statements are issued.

The accompanying Consolidated Financial Statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Consolidated Financial Statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

Future Plans and Considerations

The Company will be required to raise additional capital to fund its operations and support its product development endeavors. In this regard, the Company is actively seeking substantial additional capital, including through public or private equity or debt financings, royalty financings or other sources, such as strategic collaborations. However, additional capital may not be available to the Company, on terms that are acceptable or at all. If adequate funds are not available to the Company on a timely basis, or at all, it will be required to take additional actions to address its liquidity needs, including cost preservation measures such as reducing operating expenses and delaying, reducing the scope of, discontinuing or altering its research and development activities. If the Company raises additional capital through royalty financings or other collaborations, strategic alliances or licensing arrangements with third parties, it may need to relinquish certain valuable rights to its product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable. If the Company raises additional capital through public or private equity offerings, including sales pursuant to its at-the-market offering program with Jefferies LLC, the ownership interest of its existing stockholders will be diluted, and such dilution may be substantial, and the terms of any new equity securities may have a preference over, and include rights superior to, its common stock. If the Company raises additional capital through royalty financings or other collaborations, strategic alliances or licensing arrangements with third parties, it may need to relinquish certain valuable rights to its product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable. If the Company raises additional capital through debt financing, it may be subject to specified financial covenants or covenants limiting or restricting its ability to take specific actions, such as incurring additional debt, making capital expenditures or pursuing certain transactions, any of which could restrict its ability to commercialize its product candidates or operate as a business. In addition, management’s planned cost reductions are intended to reduce the Company’s operating expenses and optimize its cash resources. Based on the timing of these cost reduction plans, the Company expects to start realizing the benefit of its efforts beginning in the third quarter of 2023; however, there can be no assurance that the Company will realize the benefits of the cost reduction plans on the anticipated timeline, or at all.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated 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, income taxes, fair value of assets and liabilities, including from acquisitions, 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 year ended December 31, 2021, the Company recorded adjustments to revenue related to changes in estimates in connection with the collaboration agreement with Sanofi S.A. (“Sanofi”). These changes in estimates were driven by a change in project scope and related project costs in September 2021 and subsequent notification of termination of the collaboration agreement, effective June 28, 2022, which resulted in changes to the measure of proportional cumulative performance. These adjustments decreased revenue by $1.6 million, increased net loss by $1.6 million and increased the Company’s basic and diluted net loss per share by $0.01 for the year ended December 31, 2021.

During the year ended December 31, 2020, the Company recorded adjustments to revenue related to changes in estimates in connection with the collaboration agreements with Sanofi and Pfizer Inc. (“Pfizer”). These changes in estimates were driven by changes in project scope and related project costs which resulted in changes to the measure of proportional cumulative performance. These adjustments increased revenue by $8.9 million, decreased net loss by $8.9 million and decreased the Company’s basic and diluted net loss per share by $0.06 for the year ended December 31, 2020.

Revenue Recognition

The Company accounts for its revenues pursuant to the provisions of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company’s contract revenues are derived from collaboration agreements including licensing arrangements and research services. Research and licensing agreements typically include nonrefundable upfront signing or license fees, payments at negotiated rates for time incurred by Company researchers, third-party cost reimbursements, additional target selection fees, sublicense fees, milestone payments tied to ongoing development and product commercialization, and royalties on future licensees’ product sales. All funds received from the Company’s collaboration partners are generally not refundable. Non-refundable upfront fees are fixed at the commencement of the contract. All other fees represent variable consideration in contracts. One of the Company’s contracts also contains a provision where we reimburse its customer for certain costs they incur which is accounted for as a reduction to the contract transaction price as we do not acquire any distinct goods or services in exchange for such payments. Deferred revenue primarily represents the portion of nonrefundable upfront fees or milestone payments received but not earned.

In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

Most of the Company’s performance obligations in its collaboration agreements represent distinct bundles of licenses of intellectual property and research and development services, with these components being individually non-distinct. Options to license our intellectual property and/or acquire research and development services also represent performance obligations when they grant customers a material right, e.g. a right to a discount the customer would not have received if they did not purchase our services under the existing contract.

Revenues from bundles of licenses of intellectual property and research and development services are recognized over time using a proportional performance method. Under this method, revenue is recognized by measuring progress towards satisfaction of the relevant performance obligation using a measure that best depicts the progress towards satisfaction of the relevant performance obligation. For most of the Company’s agreements the measure of progress is an input measure based on a level of effort incurred, which includes the value of actual time by Company researchers plus third-party cost reimbursements.

Consideration allocated to options that include material rights is deferred until the options are exercised or expire. The exercise of such options is accounted for as contract continuation, with target selection fees and estimated variable consideration included in the transaction price at that time and allocated specifically to the respective target’s performance obligation.

Significant management judgment is required to determine the level of effort required under an arrangement, and the period over which the Company expects to complete its performance obligations under the arrangement. Changes in these estimates can have a material effect on revenue recognized. If the Company cannot reasonably estimate when its performance obligations either are completed or become inconsequential, then revenue recognition is deferred until the Company can reasonably make such estimates. For variable consideration, the amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. A cumulative catch-up is then recorded in the current period to reflect the updated transaction price and the updated measure of progress. The estimated period of performance and level of effort, including the value of Company researchers’ time and third-party costs, are reviewed quarterly and adjusted, as needed, to reflect the Company’s current expectations.

As part of the accounting for these arrangements, the Company must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation identified in the contract. The Company uses key assumptions to determine the stand-alone selling price, which may include forecasted revenues, development timelines, discount rates and probabilities of exercise of technical and regulatory success, and the expected level of effort for research and development services.

Certain disclosures associated with our revenue recognition and major customers, partnerships and strategic alliances have been updated to conform with immaterial changes associated with prior periods.

Revenues from major collaboration agreements and research activity grants as a percentage of total revenues were as follows:


	Year Ended December 31,
	2022		2021		2020

Novartis Institutes for BioMedical Research, Inc.	36	%	34	%	4	%
Kite Pharma, Inc.	35	%	23	%	24	%
Biogen MA, Inc.	26	%	38	%	24	%
Sanofi S.A.	3	%	3	%	5	%
Pfizer Inc.	—	%	—	%	40	%

Accounts Receivable

Accounts receivable consists of amounts billed to the Company’s collaboration partners for cost reimbursements for research services. Receivables from collaborations are typically unsecured and are concentrated in the biopharmaceutical industry. Accordingly, the Company may be exposed to credit risk generally associated with biopharmaceutical companies or specific to its collaboration agreements. The Company records trade receivables net of allowances for credit losses. The Company applies an aging method to estimate credit losses and considers its historical loss information, adjusted to account for current conditions, and reasonable and supportable forecasts of future economic conditions affecting its customers. As of December 31, 2022, the Company had not incurred any losses related to these receivables. As of December 31, 2022 and 2021, the percentage of accounts receivable by collaboration partners who individually accounted for 10% or more of accounts receivable were as follows:


	As of December 31,
	2022		2021
Novartis Institutes for BioMedical Research, Inc.	59	%	32	%
Kite Pharma, Inc.	19	%	2	%
Biogen MA, Inc.	14	%	46	%

Sanofi S.A.	—	%	11	%

Goodwill and Intangible Assets

Goodwill represents the excess of consideration transferred over the fair values of assets acquired and liabilities assumed in a business combination. Intangible assets with indefinite useful lives are related to purchased in-process research and development (“IPR&D”) projects and are measured at their respective fair values as of the acquisition date. Goodwill and intangible assets with indefinite useful lives are not amortized. Intangible assets related to IPR&D projects 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. The Company tests goodwill and indefinite-lived intangible assets 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 the fair values of the assets are below their respective carrying amounts. As of December 31, 2022, no impairment of goodwill or indefinite-lived intangible assets was identified.

Valuation of Long-lived Assets

Long-lived assets, including property and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. As of December 31, 2022, no impairment of long-lived assets was identified.

Fair Value Measurements

The carrying amounts for financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short-term maturities. Marketable securities are stated at their estimated fair values.

Cash, Cash Equivalents, and Restricted Cash

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 cash, deposits in demand money market accounts and U.S. government-sponsored entity debt securities. Restricted cash consists of a letter of credit for $1.5 million, representing a deposit for the lease of the corporate headquarters in Brisbane, California.


	As of December 31,
	2022		2021		2020
Cash and cash equivalents	$	100,444	$	178,872	$	131,329

Non-current restricted cash	1,500		1,500		1,500
Cash, cash equivalents, and restricted cash as reported within the Consolidated Statements of Cash Flows	$	101,944	$	180,372	$	132,829

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 (loss) (“AOCI”). The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as non-current marketable securities in the accompanying Consolidated Balance Sheets.

The Company’s investments are subject to a periodic impairment review. 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 marketable securities are included in interest and other income, net, which are determined using the specific identification method. Credit losses related to the marketable securities are recorded in interest and other income (expense), net in the Consolidated Statements of Operations through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities.

Concentrations of Credit Risk and Other Risks

Cash, cash equivalents, and marketable securities consist of financial instruments that potentially subject the Company to a concentration of credit risk to the extent of the fair value recorded in the Consolidated Balance Sheets. The Company invests cash that is not required for immediate operating needs primarily in highly liquid instruments that bear minimal risk. The Company has established policies relating to the quality, diversification, and maturities of securities to enable the Company to manage its credit risk. The Company is exposed to credit risk in the event of a default by the financial institutions or issuers of investments holding its cash, cash equivalents, and investments to the extent recorded on the Consolidated Balance Sheets.

Certain materials and key components that the Company utilizes in its operations are obtained through single suppliers. Since the suppliers of key components and materials must be named in an investigational new drug application (“IND”) filed with the U.S. Food and Drug Administration for a product, significant delays can occur if the qualification of a new supplier is required. If delivery of material from the Company’s suppliers were interrupted for any reason, the Company may be unable to supply any of its product candidates for clinical trials.

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 which is 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.

Research and Development Expenses

Research and development expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by contract research organizations, materials and supplies and overhead allocations consisting of various support and facility-related costs. Research and development costs are expensed as incurred.

General and Administrative Expenses

General and administrative expenses consist of finance, human resources, legal and other administrative activities. These expenses consist primarily of personnel costs, including salaries, benefits and stock-based compensation, facilities and overhead costs, legal expenses, and other general and administrative costs.

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, expected dividend yield of stock 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. The Company accounts for forfeitures in the period they occur.

Income Taxes

Income tax expense has been calculated 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.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s Consolidated Financial Statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability within other accrued liabilities on its Consolidated Balance Sheets. The Company evaluates uncertain tax positions on a regular basis and makes adjustments to these accruals when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.

Leases

The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable.

As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of remaining lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease in a similar economic environment. The Company considers its credit risk, term of the lease, and total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its incremental borrowing rates. The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Rent expense for the Company’s operating leases is recognized on a straight-line basis over the lease term.

The Company has elected not to separate lease and non-lease components for its real estate and copier leases and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected not to apply the recognition requirement to any leases with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise.

Foreign Currency Translation

The functional currency of the Company’s foreign subsidiaries is primarily the Euro. Assets and liabilities denominated in foreign currencies are translated to U.S. dollars using the exchange rates at the balance sheet date. Foreign currency translation adjustments are recorded as a component of AOCI within stockholders’ equity. Revenues and expenses from the Company’s foreign subsidiaries are translated using the monthly average exchange rates in effect during the period in

which the transactions occur. Foreign currency transaction gains and losses are recorded in interest and other income, net, on the Company’s Consolidated Statements of Operations.

Net Loss Per Share

Basic net loss per share attributable to Sangamo Therapeutics, Inc. stockholders has been computed by dividing net loss attributable to Sangamo Therapeutics, Inc. stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders is calculated by dividing net loss attributable to Sangamo Therapeutics, Inc. stockholders by the weighted-average number of shares of common stock plus potentially dilutive securities outstanding during the period.

The total number of shares subject to stock options and RSUs outstanding and the ESPP shares reserved for issuance, which are all anti-dilutive, were excluded from consideration in the calculation of diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders. Stock options and RSUs outstanding and ESPP shares reserved for issuance as of December 31, 2022, 2021 and 2020 were 18,560,755, 15,159,908, and 14,237,871, 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, 2022 and 2021, the majority of the Company’s property and equipment were maintained in the United States. For the years ended December 31, 2022, 2021 and 2020, all of the Company’s revenues were generated and incurred in the United States.

Recent Accounting Pronouncements

None.

OTHER BALANCE SHEET DETAILS - Summary of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Accrued research and development expenses	$ 7,115	$ 4,878
Operating lease liabilities – current	4,122	4,026
Accrued professional fees	1,704	869
Other accrued liabilities	3,066	1,804
Total other accrued liabilities	$ 16,007	$ 11,577
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total other accrued liabilities	Total other accrued liabilities

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2022	Feb. 17, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	000-30171
Entity Registrant Name	SANGAMO THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	68-0359556
Entity Address, Address Line One	7000 Marina Blvd.
Entity Address, City or Town	Brisbane
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94005
City Area Code	510
Local Phone Number	970-6000
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SGMO
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 632,920,753
Entity Common Stock, Shares Outstanding		168,483,317
Documents Incorporated by Reference	Certain information required by Part III, Items 10-14 of this Form 10-K is incorporated by reference to the registrant’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K, provided that if such Proxy Statement is not filed within such period, such information will be included in an amendment to this Form 10-K to be filed within such 120-day period.
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001001233

STOCKHOLDERS' EQUITY - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Number of Shares
Options outstanding at beginning of period (in shares) \| shares	11,963,277
Options granted (in shares) \| shares	3,399,360
Options exercised (in shares) \| shares	(28,354)
Options canceled (in shares) \| shares	(2,159,288)
Options outstanding at end of period (in shares) \| shares	13,174,995
Options exercisable at end of period (in shares) \| shares	7,823,318
Weighted- Average Exercise per Share Price
Options outstanding at beginning of period (in dollars per share) \| $ / shares	$ 10.36
Options granted (in dollars per share) \| $ / shares	5.75
Options exercised (in dollars per share) \| $ / shares	4.40
Options canceled (in dollars per share) \| $ / shares	10.09
Options outstanding at end of period (in dollars per share) \| $ / shares	9.22
Options exercisable at end of period (in dollars per share) \| $ / shares	$ 10.30
Weighted-Average Remaining Contractual Term
Options outstanding at end of period (in years)	6 years 11 months 15 days
Options exercisable at end of period (in years)	5 years 9 months 29 days
Aggregate Intrinsic Value
Options outstanding at end of period \| $	$ 0
Options exercisable at end of period \| $	$ 0

CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Revenues	$ 111,299	$ 110,701	$ 118,192
Operating expenses:
Research and development	249,898	230,819	180,647
General and administrative	62,682	63,219	67,097
Total operating expenses	312,580	294,038	247,744
Loss from operations	(201,281)	(183,337)	(129,552)
Interest and other income, net	9,432	5,346	8,775
Loss before income taxes	(191,849)	(177,991)	(120,777)
Income tax expense	429	306	345
Net loss	(192,278)	(178,297)	(121,122)
Net loss attributable to non-controlling interest	0	(11)	(126)
Net loss attributable to Sangamo Therapeutics, Inc. stockholders	$ (192,278)	$ (178,286)	$ (120,996)
Basic net loss per share attributable to Sangamo Therapeutics, Inc. stockholders (in dollars per share)	$ (1.25)	$ (1.23)	$ (0.90)
Diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders (in dollars per share)	$ (1.25)	$ (1.23)	$ (0.90)
Shares used in computing basic net loss per share attributable to Sangamo Therapeutics, Inc. stockholders (in shares)	154,345	144,568	134,449
Shares used in computing diluted net loss per share attributable to Sangamo Therapeutics, Inc. stockholders (in shares)	154,345	144,568	134,449

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - California Institute for Regenerative Medicine (Details) - USD ($)	1 Months Ended		12 Months Ended
	Nov. 30, 2021	May 31, 2018	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues			$ 111,299,000	$ 110,701,000	$ 118,192,000
Other non-current liabilities			1,207,000	1,217,000
California Institute for Regenerative Medicine ("CIRM")
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Funds due under the agreement		$ 8,000,000
Other non-current liabilities			$ 0	0	6,400,000
Accrued interest				$ 1,200,000
California Institute for Regenerative Medicine ("CIRM") \| Research grants
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues	$ 5,200,000				$ 5,200,000
Accrued interest	$ 1,200,000

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

CASH EQUIVALENTS AND MARKETABLE SECURITIES (Tables)

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

The table below summarizes the Company’s cash equivalents and marketable securities (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
December 31, 2022
Assets
Cash equivalents:
Money market funds	$	50,820	$	—	$	—	$	50,820

Total	50,820		—		—		50,820
Marketable securities:
U.S. government-sponsored entity debt securities	18,710		—		(293)		18,417
Commercial paper securities	101,336		22		(193)		101,165
Corporate debt securities	11,760		—		(90)		11,670
Asset-backed securities	24,970		2		(180)		24,792
U.S. treasury bills	7,950		—		(12)		7,938
Certificates of deposit	37,599		4		(142)		37,461
Agency bonds	5,598		—		(8)		5,590
Total	207,923		28		(918)		207,033
Total cash equivalents and marketable securities	$	258,743	$	28	$	(918)	$	257,853

December 31, 2021
Assets
Cash equivalents:
Money market funds	$	119,919	$	—	$	—	$	119,919

Total	119,919		—		—		119,919
Marketable securities:
U.S. government-sponsored entity debt securities	30,700		1		(87)		30,614
Commercial paper securities	105,792		7		(42)		105,757
Corporate debt securities	33,723		1		(42)		33,682
Asset-backed securities	70,807		1		(107)		70,701
Certificates of deposit	45,116		1		(26)		45,091
Total	286,138		11		(304)		285,845
Total cash equivalents and marketable securities	$	406,057	$	11	$	(304)	$	405,764

Investments Classified by Contractual Maturity Date

The fair value of marketable securities by contractual maturity were as follows (in thousands):


	December 31,
	2022		2021
Maturing in one year or less	$	177,188	$	197,676
Maturing after one year through five years	29,845		88,169
Total	$	207,033	$	285,845

STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended				12 Months Ended
	Dec. 31, 2022	May 31, 2021	Aug. 31, 2020	Apr. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	May 31, 2022	Jun. 30, 2020	Jun. 29, 2020	May 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred shares authorized (in shares)	5,000,000				5,000,000	5,000,000
Preferred stock issued (in shares)	0				0	0
Preferred stock outstanding (in shares)	0				0	0
Common stock, shares authorized (in shares)	320,000,000				320,000,000	320,000,000			320,000,000	160,000,000
Common stock, shares outstanding (in shares)	166,793,320				166,793,320	145,921,530
Stock option maximum term					5 years 9 months 29 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 (in shares)	100.00%				100.00%
Shares reserved for issuance of future awards (in shares)	4,205,502				4,205,502
Intrinsic value of options exercised					$ 0	$ 2,800	$ 5,400
Options exercisable, aggregate intrinsic value	$ 0				$ 0
Restricted stock units awarded (in shares)					4,349,795
Total payments for the employees' tax obligations to taxing authorities					$ 2,104	$ 3,258	$ 765
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options vesting period					3 years
Restricted stock units awarded (in shares)					4,349,795	2,140,785	2,517,101
Grant date fair value per award of restricted stock units (in dollars per share)					$ 5.52	$ 11.16	$ 8.06
Aggregate fair value of RSUs vested in period					$ 13,100	$ 9,000	$ 3,700
Shares withheld from issuance in order to pay employee taxes (in shares)					380,917	293,120	90,617
Restated 2018 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in capital shares reserved for future issuance (in shares)								7,900,000			9,900,000
2018 Stock Incentive Plan
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 expiration term					10 years
Fixed ratio shares of common stock					1.33
Shares reserved for issuance of future awards (in shares)	9,869,961				9,869,961
2010 Employee Stock Purchase Plan
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 (in shares)		5,000,000
Purchase plan offering period		2 years
Purchase plan purchase period		6 months
Maximum \| 2018 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option maximum term					10 years
Stock options vesting period					4 years
Minimum \| 2018 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options vesting period					3 years
Jefferies LLC \| ATM Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Consideration received from sale of stock					$ 84,900	$ 27,100
Issuance of common stock, net (in shares)					19,300,743	2,007,932
Stock offering program, maximum value			$ 150,000
Stock offering program, increase to aggregate offering price	$ 175,000
Stock Purchase Agreement \| Biogen MA, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Sale of stock, price per share (in dollars per share)				$ 9.2137
Consideration received from sale of stock				$ 225,000

INCOME TAXES - Summary of Activity Related to Company's Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 15,062	$ 12,892	$ 11,630
Additions based on tax positions related to the current year	3,177	2,454	2,834
Additions for tax positions of prior years	278	130	1,982
Reductions for tax positions of prior years	(338)	(414)	(3,554)
Ending balance	$ 18,179	$ 15,062	$ 12,892

STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost related to unvested stock options and RSU	$ 23,300,000
Weighted-average period of unvested stock options and RSU	2 years 25 days
Capitalized stock-based employee compensation expense	$ 0	$ 0	$ 0
Weighted-average estimated fair value per share of options granted (in dollars per share)	$ 3.73	$ 7.34	$ 5.25
Issuance of common stock under employee stock purchase plan (in shares)	576,950	433,107	274,382
Stock issued under employee stock purchase plans, average exercise price (in dollars per share)	$ 3.07	$ 7.78	$ 7.34
Weighted-average estimated fair value of shares purchased under ESPP plan (in dollars per share)	$ 1.85	$ 4.48	$ 8.02
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost related to unvested stock options and RSU	$ 23,700,000
Weighted-average period of unvested stock options and RSU	1 year 10 months 24 days

EMPLOYEE BENEFIT PLAN (Details) - USD ($)	12 Months Ended
EMPLOYEE BENEFIT PLAN (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Maximum percentage limit of employee contributions	100.00%	100.00%	50.00%
Defined contribution plan, employer's matching contribution percent			8.00%
Defined contribution plan, maximum employer's contribution per employee	$ 4,000	$ 4,000	$ 4,000
Aggregate employer's contributions to defined contribution plan	$ 1,500,000	$ 1,500,000	$ 1,200,000

STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 31,650	$ 32,956	$ 25,708
Research and development
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	18,404	19,534	13,523
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock-based compensation expense	$ 13,246	$ 13,422	$ 12,185

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Sanofi S.A. (Details)		1 Months Ended	12 Months Ended			68 Months Ended	102 Months Ended	108 Months Ended
	Sep. 06, 2022 USD ($)	Jan. 31, 2014 USD ($) program	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2022 USD ($)	Jun. 28, 2022 USD ($)	Dec. 31, 2022 USD ($) milestone product
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues			$ 111,299,000	$ 110,701,000	$ 118,192,000
Accounts receivable			3,678,000	6,013,000		$ 3,678,000		$ 3,678,000
Decrease in research and development expense			2,100,000
Net loss			$ (192,278,000)	$ (178,297,000)	$ (121,122,000)
Earnings per share, basic (in dollars per share) \| $ / shares			$ (1.25)	$ (1.23)	$ (0.90)
Prepaid Expenses and Other Current Assets
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Decrease in research and development expense			$ 1,100,000
Sanofi S.A.
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Number of research programs \| program		2
Revenues under agreement		$ 20,000,000
Revenues			3,260,000	$ 3,114,000	$ 5,322,000		$ 13,500,000
Number of products approved \| product								0
Expenses reimbursable through December 31, 2023 (up to)	$ 7,000,000
Expenses reimbursable after December 31, 2023 (up to)	$ 5,300,000
Collaborative arrangement decrease in revenue					2,200,000
Collaborative arrangement, increase in net loss					$ 2,200,000
Collaborative arrangement, net loss per share (in dollars per share) \| $ / shares					$ 0.02
Sanofi S.A. \| Collaboration and license agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues under agreement							20,000,000
Number of milestones included in transaction price \| milestone								0
Collaborative arrangement transaction price							96,300,000
Collaborative arrangement estimated reimbursable service costs							62,800,000
Accounts receivable			0	600,000		0		$ 0
Deferred revenue			0	1,100,000		0		$ 0
Sanofi S.A. \| Collaboration and license agreement \| Milestone Three
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone revenue receivable							$ 13,500,000
Pfizer SB-525
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues under agreement						55,000,000
Revenues			$ 0
Collaborative arrangement transaction price						$ 134,000,000
Pfizer SB-525 \| Collaborative arrangement \| Change in collaboration agreement scope
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues				1,600,000	$ 8,900,000
Net loss				$ 1,600,000	$ 8,900,000
Earnings per share, basic (in dollars per share) \| $ / shares				$ 0.01	$ 0.06

OTHER BALANCE SHEET DETAILS

12 Months Ended

Dec. 31, 2022

Balance Sheet Related Disclosures [Abstract]

OTHER BALANCE SHEET DETAILS

Property and Equipment, Net

Property and equipment, net consist of the following (in thousands):


	December 31,
	2022		2021
Laboratory equipment	$	39,080	$	31,988
Leasehold improvements	26,559		21,970
Furniture and fixtures	9,744		9,080
Manufacturing equipment	9,908		8,781
Construction in progress	14,770		4,729
	100,061		76,548
Less: accumulated depreciation and amortization	(36,530)		(25,025)
Property and equipment, net	$	63,531	$	51,523

Depreciation and amortization expense was $12.1 million in 2022, $9.4 million in 2021 and $5.7 million in 2020.

Intangible Assets

The changes in intangible assets were as follows (in thousands):


	December 31,
	2022		2021
Balance at beginning of year	$	53,760	$	58,128

Foreign currency translation adjustment	(3,031)		(4,368)
Balance at end of year	$	50,729	$	53,760

Goodwill

The changes in goodwill were as follows (in thousands):


	December 31,
	2022		2021
Balance at beginning of year	$	39,702	$	42,798

Foreign currency translation adjustment	(2,150)		(3,096)
Balance at end of year	$	37,552	$	39,702

Other Accrued Liabilities

Other accrued liabilities consist of the following (in thousands):


	December 31,
	2022		2021
Accrued research and development expenses	$	7,115	$	4,878
Operating lease liabilities – current	4,122		4,026
Accrued professional fees	1,704		869

Other	3,066		1,804
Total other accrued liabilities	$	16,007	$	11,577

STOCK-BASED COMPENSATION - Weighted-Average Assumptions Used for Estimating Fair Value of ESPP Purchased Rights (Details) - 2010 Employee Stock Purchase Plan	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield of stock	0.00%	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.62%	0.01%	1.53%
Expected term (in years)	6 months	0 years	6 months
Expected volatility	57.97%	32.54%	51.02%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	4.61%	2.80%	2.80%
Expected term (in years)	2 years	2 years	2 years
Expected volatility	72.14%	97.88%	91.96%

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [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,
	2022		2021		2020
Research and development	$	18,404	$	19,534	$	13,523
General and administrative	13,246		13,422		12,185
Total stock-based compensation expense	$	31,650	$	32,956	$	25,708

Assumptions Used for Estimating Fair Value of Employee Stock Options

The assumptions used for estimating the fair value of the employee stock options were as follows:


	Year Ended December 31,
	2022	2021	2020
Risk-free interest rate	2.15-3.69%	0.95-1.22%	0.34-0.61%
Expected term (in years)	5.46-5.49	5.46-5.52	5.51-5.57
Expected dividend yield of stock	—	—	—
Expected volatility	72.38-76.01%	77.30-79.77%	77.61-80.32%

Weighted-Average Assumptions Used for Estimating Fair Value of ESPP Purchase Rights

The assumptions used for estimating the fair value of the ESPP purchase rights are as follows:


	Year Ended December 31,
	2022	2021	2020
Risk-free interest rate	1.62-4.61%	0.01-2.80%	1.53-2.80%
Expected term (in years)	0.5-2.0	0.0-2.0	0.5-2.0
Expected dividend yield of stock	—	—	—
Expected volatility	57.97-72.14%	32.54-97.88%	51.02-91.96%

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Novartis Institutes for BioMedical Research, Inc. (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Jul. 27, 2020	Aug. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Accounts receivable			$ 3,678	$ 6,013
Novartis Institutes for BioMedical Research, Inc. \| Collaboration and license agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Proceeds from collaborators		$ 75,000
Collaborative arrangement transaction price	$ 95,100
Collaborative arrangement, license fee	75,000
Collaborative arrangement estimated reimbursable service costs	20,100
Accounts receivable			2,200	1,900
Deferred revenue			9,600	40,900
Collaboration arrangement, commission fee, portion of gross proceeds, value					$ 1,500
Collaborative agreement, percent of initial recognition					2.00%
Amortization cost			$ 600	$ 600
Novartis Institutes for BioMedical Research, Inc. \| Collaboration and license agreement \| Maximum \| Achievement of specified preclinical development clinical development and first commercial sale milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and sales-based milestone payments to be received	420,000
Novartis Institutes for BioMedical Research, Inc. \| Collaboration and license agreement \| Maximum \| Achievement of commercial milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and sales-based milestone payments to be received	$ 300,000

COMMITMENTS AND CONTINGENCIES - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 11,029	$ 10,839
Variable lease cost	3,305	2,831
Total	$ 14,334	$ 13,670

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Activities:
Net loss	$ (192,278)	$ (178,297)	$ (121,122)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	12,108	9,439	5,682
Amortization of (discount) premium on marketable securities	(1,242)	2,844	(825)
Amortization and other changes in operating lease right-of-use assets	8,454	8,199	7,687
Stock-based compensation	31,650	32,956	25,708
Gain on free shares	0	(18)	(63)
Net (gain) loss on disposal of property and equipment	0	(52)	222
Adjustment of CIRM award liability related to termination of the grant	0	(6,427)	0
Net changes in operating assets and liabilities:
Interest receivable	(445)	686	(353)
Accounts receivable	2,335	(789)	31,685
Prepaid expenses and other assets	(4,909)	(7,175)	(10,411)
Accounts payable and other accrued liabilities	13,348	(7,664)	10,703
Accrued compensation and employee benefits	941	373	6,877
Deferred revenues	(91,331)	(84,202)	216,546
Lease liabilities	(2,249)	(4,340)	(3,761)
Other non-current liabilities	(9)	1,216	1,300
Net cash (used in) provided by operating activities	(223,627)	(233,251)	169,875
Investing Activities:
Purchases of marketable securities	(277,391)	(338,159)	(570,779)
Maturities of marketable securities	354,587	602,885	314,570
Sales of marketable securities	2,260	6,870	0
Purchases of property and equipment	(20,171)	(23,278)	(14,714)
Purchase of additional Sangamo France shares	0	(119)	(704)
Net cash provided by (used in) investing activities	59,285	248,199	(271,627)
Financing Activities:
Taxes paid related to net share settlement of equity awards	(2,104)	(3,258)	(765)
Proceeds from exercise of stock options	124	5,648	9,324
Net cash provided by financing activities	84,660	32,858	153,100
Effect of exchange rate changes on cash and cash equivalents, and restricted cash	1,254	(263)	(447)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(78,428)	47,543	50,901
Cash, cash equivalents, and restricted cash, beginning of period	180,372	132,829	81,928
Cash, cash equivalents, and restricted cash, end of period	101,944	180,372	132,829
Supplemental cash flow disclosures:
Property and equipment included in unpaid liabilities	6,539	1,535	4,569
Tenant improvement allowance included in contra-lease liability	243	0	0
Buy-out of non-controlling interest	0	943	0
Right-of-use assets obtained in exchange for lease obligations	0	10,418	1,333
At -the-market offering
Financing Activities:
Proceeds from issuance of common stock	84,869	27,099	0
Biogen Collaboration Agreement
Financing Activities:
Proceeds from issuance of common stock	0	0	142,526
Employee Stock
Financing Activities:
Proceeds from issuance of common stock	$ 1,771	$ 3,369	$ 2,015

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Summary of Stock Option Activity

A summary of the Company’s stock option activity is as follows:


	Number of Shares	Weighted- Average Exercise per Share Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
				(in years)	(in thousands)
Options outstanding at December 31, 2021	11,963,277	$	10.36
Options granted	3,399,360	$	5.75
Options exercised	(28,354)	$	4.40
Options canceled	(2,159,288)	$	10.09
Options outstanding at December 31, 2022	13,174,995	$	9.22	6.96	$	—

Options exercisable at December 31, 2022	7,823,318	$	10.30	5.83	$	—

Summary of Restricted Stock Unit Activity

A summary of the Company’s RSU activity is as follows:


	Number of Shares	Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
		(in years)	(in thousands)
RSUs outstanding at December 31, 2021	3,139,594
RSUs awarded	4,349,795
RSUs released	(1,346,660)
RSUs forfeited	(898,831)
RSUs outstanding at December 31, 2022	5,243,898	1.03	$	16,466

OTHER BALANCE SHEET DETAILS - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 100,061	$ 76,548
Less: accumulated depreciation and amortization	(36,530)	(25,025)
Property and equipment, net	63,531	51,523
Depreciation and amortization	12,108	9,439	$ 5,682
Laboratory equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	39,080	31,988
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	26,559	21,970
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	9,744	9,080
Manufacturing equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	9,908	8,781
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 14,770	$ 4,729

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES - Revenues from Strategic Partnering Collaboration Agreements and Research Activity Grants (Details) - Revenue from Contract with Customer - Revenue From Collaboration Agreements, Grants And Licensing Concentration Risk	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Novartis Institutes for BioMedical Research, Inc.
Concentration Risk [Line Items]
Percentage of revenues	36.00%	34.00%	4.00%
Kite Pharma, Inc.
Concentration Risk [Line Items]
Percentage of revenues	35.00%	23.00%	24.00%
Biogen MA, Inc.
Concentration Risk [Line Items]
Percentage of revenues	26.00%	38.00%	24.00%
Sanofi S.A.
Concentration Risk [Line Items]
Percentage of revenues	3.00%	3.00%	5.00%
Pfizer Inc.
Concentration Risk [Line Items]
Percentage of revenues	0.00%	0.00%	40.00%

INCOME TAXES - Deferred Tax Assets & Liabilities, Balance Sheet Location (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Line Items]
Deferred tax assets	$ 22,980	$ 25,619
Deferred tax liabilities	(6,270)	(6,645)
Total net deferred tax liabilities	(5,152)	(5,585)
Other noncurrent assets
Income Taxes [Line Items]
Deferred tax assets	$ 1,118	$ 1,060

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

The domestic and foreign components of loss before income taxes were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Domestic	$	(216,573)	$	(185,216)	$	(126,624)
Foreign	24,724		7,225		5,847
Loss before income taxes	$	(191,849)	$	(177,991)	$	(120,777)

Income tax expense consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021		2020
Income tax expense:
Current:
Federal	$	—	$	—	$	—
State	—		—		133
Foreign	500		886		686
Subtotal	500		886		819
Deferred:
Federal	—		—		—
State	—		—		—
Foreign	(71)		(580)		(474)
Subtotal	(71)		(580)		(474)
Income tax expense	$	429	$	306	$	345

The difference between the income tax expense and the amount computed by applying the federal statutory income tax rate to loss before income taxes is explained as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Tax at federal statutory rate	$	(40,288)	$	(37,372)	$	(25,363)
State taxes, net	(6,895)		(6,734)		(3,168)
Foreign rate differential	309		362		376
Global Intangible Low-taxed Income	1,002		637		1,335
Non-deductible stock-based compensation	3,545		2,770		4,232
Research credits	(6,694)		(5,230)		(3,657)
Change in valuation allowance	44,005		45,373		26,537
Transfer pricing settlement	4,343		—		—
Other	1,102		500		53
Income tax expense	$	429	$	306	$	345

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 and liabilities are as follows (in thousands):


	December 31,
	2022		2021
Assets:
Deferred tax assets:
Net operating loss carryforwards	$	174,129	$	159,740
Research and development tax credit carryforwards	44,264		35,260
Stock-based compensation	7,695		6,691
Deferred revenue	38,700		61,114
Capitalized research	37,985		—
Fixed assets	10,087		10,130
Lease liability	10,074		11,279
Accruals and reserves	1,603		1,119
Other	283		106
Total deferred tax asset	324,820		285,439
Valuation allowance	301,840		259,820
Deferred tax assets	22,980		25,619
Liabilities:
Intangible assets	(13,512)		(13,856)
Operating lease right-of-use assets	(14,620)		(17,348)
Deferred tax liabilities	(28,132)		(31,204)
Total net deferred tax liabilities	$	(5,152)	$	(5,585)

The deferred tax assets and liabilities based on tax jurisdictions are presented on the Consolidated Balance Sheets as follows (in thousands):


	December 31,
	2022		2021
Deferred tax assets (included in Other non-current assets on the Consolidated Balance Sheets)	$	1,118	$	1,060
Deferred tax liabilities	(6,270)		(6,645)
Net deferred tax liabilities	$	(5,152)	$	(5,585)

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. The Company regularly assesses the need for a valuation allowance against its deferred income tax assets by considering both positive and negative evidence related to whether it is more likely than not that the Company’s deferred income tax assets will be realized. In evaluating the Company’s ability to recover its deferred income tax assets within the jurisdiction from which they arise, the Company considers 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 substantially offset by a valuation allowance. The valuation allowance increased by $42.0 million, $45.5 million and $26.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.

As of December 31, 2022, Sangamo had net operating loss carryforwards for federal and state income tax purposes of approximately $689.7 million and $312.0 million, respectively. The federal net operating loss generated before 2018 will begin to expire in 2023 and will keep expiring through 2037, if not utilized. Federal net operating loss generated from 2018 will carry forward indefinitely. If not utilized, the state net operating loss carryforwards will begin to expire in 2029, respectively. The Company’s French net operating loss carryforward balance is $115.6 million, which carries over indefinitely. The Company also has federal and state research tax credit carryforwards of $36.8 million and $26.1 million, respectively. The federal research credits will begin to expire in 2023 and will keep expiring through 2042, 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.

The Company’s policy is to reinvest the earnings of its non-U.S. subsidiaries in those operations. The Company does not provide for U.S. taxes on the earnings of foreign subsidiaries because the Company intends to reinvest such earnings offshore indefinitely. However, if these funds were repatriated, the Company would be required to accrue and pay applicable U.S. taxes and withholding taxes. Due to the cumulative losses generated in foreign countries there are no earnings to repatriate.

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 the United Kingdom and French income tax returns, and the tax years from 2008 and thereafter remain open in the United Kingdom, and the tax years 2018 and thereafter in France are still subject 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, 2022, the Company had $0.2 million 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 amount that would impact the effective tax rate was $1.2 million, $1.2 million, and $0.6 million as of December 31, 2022, 2021 and 2020, respectively.

The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands):


	December 31,
	2022		2021		2020
Beginning balance	$	15,062	$	12,892	$	11,630
Additions based on tax positions related to the current year	3,177		2,454		2,834
Additions for tax positions of prior years	278		130		1,982
Reductions for tax positions of prior years	(338)		(414)		(3,554)
Ending balance	$	18,179	$	15,062	$	12,892

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	42
Auditor Name	ERNST & YOUNG LLP
Auditor Location	San Mateo, California

INCOME TAXES - Schedule of Difference Between Benefit for Income Taxes and Federal Statutory Income Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Tax at federal statutory rate	$ (40,288)	$ (37,372)	$ (25,363)
State taxes, net	(6,895)	(6,734)	(3,168)
Foreign rate differential	309	362	376
Global Intangible Low-taxed Income	1,002	637	1,335
Non-deductible stock-based compensation	3,545	2,770	4,232
Research credits	(6,694)	(5,230)	(3,657)
Change in valuation allowance	44,005	45,373	26,537
Transfer pricing settlement	4,343	0	0
Other	1,102	500	53
Income tax expense	$ 429	$ 306	$ 345

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIIES - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) segment $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Organization and Summary of Significant Accounting Policies [Line Items]
Capital resources	$ 307,500,000
Net loss	192,278,000	$ 178,286,000	$ 120,996,000
Accumulated deficit	1,148,545,000	956,267,000
Revenues	111,299,000	110,701,000	118,192,000
Net loss	$ (192,278,000)	$ (178,297,000)	$ (121,122,000)
Earnings per share, basic (in dollars per share) \| $ / shares	$ (1.25)	$ (1.23)	$ (0.90)
Goodwill and intangible asset impairment	$ 0
Impairment of long-lived assets held-for-use	0
Letter of credit	$ 1,500,000
Stock options and RSUs outstanding (in shares) \| shares	18,560,755	15,159,908	14,237,871
Number of operating segments \| segment	1
Pfizer SB-525
Organization and Summary of Significant Accounting Policies [Line Items]
Revenues	$ 0
Pfizer SB-525 \| Change in collaboration agreement scope \| Collaborative arrangement
Organization and Summary of Significant Accounting Policies [Line Items]
Revenues		$ 1,600,000	$ 8,900,000
Net loss		$ 1,600,000	$ 8,900,000
Earnings per share, basic (in dollars per share) \| $ / shares		$ 0.01	$ 0.06
Minimum
Organization and Summary of Significant Accounting Policies [Line Items]
Estimated useful lives of related assets	3 years
Maximum
Organization and Summary of Significant Accounting Policies [Line Items]
Estimated useful lives of related assets	5 years

INCOME TAXES - Summary of Domestic and Foreign Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ (216,573)	$ (185,216)	$ (126,624)
Foreign	24,724	7,225	5,847
Loss before income taxes	$ (191,849)	$ (177,991)	$ (120,777)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

ACQUISITION OF SANGAMO FRANCE (Details) - USD ($) $ / shares in Units, shares in Thousands		12 Months Ended
	Oct. 01, 2018	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2018	Jul. 20, 2018
Business Acquisition [Line Items]
Goodwill impairments		$ 0	$ 0	$ 0
Sangamo France
Business Acquisition [Line Items]
Consideration transferred	$ 45,900,000
Purchase price per share (in dollars per share)	$ 2.99
Sangamo France \| SPA and TOA
Business Acquisition [Line Items]
Percentage of equity interests agreed to acquire		100.00%	100.00%		100.00%
Number of free shares held by the holders						477

RELATED PARTY TRANSACTION	12 Months Ended
RELATED PARTY TRANSACTION	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTION	RELATED PARTY TRANSACTIONThere were no material related party transactions during the year ended December 31, 2022 and 2021.

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Pfizer Inc. (Details)	1 Months Ended				12 Months Ended			13 Months Ended	49 Months Ended	68 Months Ended
	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2017 USD ($)	May 31, 2017 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($) milestone product	Dec. 31, 2022 USD ($) milestone product royalty_fee
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues					$ 111,299,000	$ 110,701,000	$ 118,192,000
Pfizer SB-525
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues under agreement										$ 55,000,000
Collaborative arrangement transaction price										134,000,000
Research service fees										$ 79,000,000
Revenues					0
Pfizer SB-525 \| S B Five Two Five And Other Products
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Collaborative arrangement, number of milestones achieved \| milestone										2
Milestone payments received										$ 55,000,000
Number of products approved \| product										0
Number of milestones included in transaction price \| royalty_fee										0
Pfizer, Giroctocogene Fitelparvovec
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues under agreement		$ 25,000,000
Revenues					0	0	34,449,000
Collaborative arrangement, increase (decrease) in revenue							2,400,000
Collaborative arrangement, decrease in net loss							$ 2,400,000
Collaborative arrangement, net loss per share (in dollars per share) \| $ / shares							$ 0.02
Pfizer, Giroctocogene Fitelparvovec \| Phase Three Clinical Trial
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and sales-based milestone payments to be received	$ 30,000,000
Cumulative compensation earned							$ 30,000,000	$ 30,000,000
Pfizer, Giroctocogene Fitelparvovec \| Amended collaboration and license agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Recognition of milestone							1,300,000	$ 25,000,000
Pfizer, Giroctocogene Fitelparvovec \| License and Service
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues					0	0	3,111,000
Pfizer, Giroctocogene Fitelparvovec \| Milestone achievement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues					0	0	31,338,000
Pfizer Inc.
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Agreement termination, term				15 years
Collaborative arrangement, increase (decrease) in revenue							8,800,000
Collaborative arrangement, decrease in net loss							$ 8,800,000
Collaborative arrangement, net loss per share (in dollars per share) \| $ / shares							$ 0.06
Pfizer Inc. \| S B Five Two Five And Other Products
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues under agreement				$ 70,000,000
Potential amount to be funded for achievement of specified commercialized and sales milestones				266,500,000
Milestone revenue receivable				300,000,000
Pfizer Inc. \| S B Five Two Five And Other Products \| Achievement of specified clinical development intellectual property and regulatory milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and sales-based milestone payments to be received				208,500,000
Pfizer Inc. \| S B Five Two Five And Other Products \| Achievement of first commercial sale milestones
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and sales-based milestone payments to be received				$ 475,000,000
Pfizer Inc. \| License and Service \| Minimum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Percentage of net sales per developed licensed product which will trigger royalties by counterparty			14.00%	14.00%
Pfizer Inc. \| License and Service \| Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Percentage of net sales per developed licensed product which will trigger royalties by counterparty			20.00%	20.00%
Pfizer Inc. \| C9ORF72
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues under agreement			$ 5,000,000				$ 5,000,000
Development and sales-based milestone payments to be received	$ 5,000,000
Collaborative arrangement transaction price			$ 17,000,000
Pfizer Inc. \| Other products
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone revenue receivable				$ 175,000,000
Pfizer C9ORF72
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Agreement termination, term			15 years
Milestone payments received			$ 12,000,000						$ 5,000,000
Number of products approved \| product									0
Number of milestones included in transaction price \| milestone									0
Revenues					0	0	12,985,000
Pfizer C9ORF72 \| License and Service
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues					0	0	7,985,000
Pfizer C9ORF72 \| Milestone achievement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues					0	0	$ 5,000,000
Pfizer C9ORF72 \| C9ORF72
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Revenues under agreement			12,000,000
Revenues					$ 0	$ 0
Pfizer C9ORF72 \| C9ORF72 \| Achievement of specified preclinical development clinical development and first commercial sale milestones \| Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and sales-based milestone payments to be received			60,000,000
Pfizer C9ORF72 \| C9ORF72 \| Achievement of commercial milestones \| Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and sales-based milestone payments to be received			$ 90,000,000

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Lease, Cost

The Company performed evaluations of its contracts and determined each of its identified leases are operating leases. Components of operating leases were as follows (in thousands):


	December 31,
	2022		2021
Operating lease cost	$	11,029	$	10,839
Variable lease cost	3,305		2,831
Total	$	14,334	$	13,670

Lessee, Operating Lease, Liability, Maturity

Future minimum payments under lease obligations at December 31, 2022 consist of the following (in thousands):


	Total
2023	$	6,832
2024	7,318
2025	7,552
2026	7,533
2027	7,480
Thereafter	15,807
Total lease payments	52,522
Less:
Imputed interest	(9,171)
Tenant improvement allowance included in contra-lease liability	(243)
Total	$	43,108

Reported as of December 31, 2022:
Short-term portion of lease liabilities (included in other accrued liabilities on the Consolidated Balance Sheet)	$	4,122
Long-term portion of lease liabilities	38,986
Total	$	43,108

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock par value (in dollars per share)	$ 0.01	$ 0.01
Preferred shares authorized (in shares)	5,000,000	5,000,000
Preferred stock issued (in shares)	0	0
Preferred stock outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	320,000,000	320,000,000
Common stock, shares issued (in shares)	166,793,320	145,921,530
Common stock, shares outstanding (in shares)	166,793,320	145,921,530

INCOME TAXES - Schedule of Company's Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 174,129	$ 159,740
Research and development tax credit carryforwards	44,264	35,260
Stock-based compensation	7,695	6,691
Deferred revenue	38,700	61,114
Capitalized research	37,985	0
Fixed assets	10,087	10,130
Lease liability	10,074	11,279
Accruals and reserves	1,603	1,119
Other	283	106
Total deferred tax asset	324,820	285,439
Valuation allowance	301,840	259,820
Deferred tax assets	22,980	25,619
Liabilities:
Intangible assets	(13,512)	(13,856)
Operating lease right-of-use assets	(14,620)	(17,348)
Deferred tax liabilities	(28,132)	(31,204)
Total net deferred tax liabilities	$ (5,152)	$ (5,585)

OTHER BALANCE SHEET DETAILS - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets (Excluding Goodwill)
Balance at beginning of year	$ 53,760	$ 58,128
Foreign currency translation adjustment	(3,031)	(4,368)
Balance at end of year	50,729	53,760
Goodwill
Balance at beginning of year	39,702	42,798
Foreign currency translation adjustment	(2,150)	(3,096)
Balance at end of year	$ 37,552	$ 39,702

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES - Biogen MA, Inc. (Details) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	May 31, 2020 USD ($)	Apr. 30, 2020 USD ($) product_target $ / shares shares	Dec. 31, 2022 USD ($) product_target material_right	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Accounts receivable			$ 3,678	$ 6,013
General and administrative expense			$ 62,682	63,219	$ 67,097
Biogen MA, Inc. \| License and Service
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Fixed consideration		$ 204,600
Number of material rights expired \| material_right			1
Number of material rights outstanding \| material_right			7
Remaining performance obligation amount			$ 151,300	182,200
General and administrative expense			400	600	400
Biogen MA, Inc. \| Stock Purchase Agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Sale of stock, number of shares issued in transaction (in shares) \| shares		24,420,157
Sale of stock, price per share (in dollars per share) \| $ / shares		$ 9.2137
Consideration received from sale of stock		$ 225,000
Agreement restriction expiration period		3 years
Agreement restriction, ownership percentage (less than)		5.00%
Sale of stock, excess consideration received on transaction		$ 79,600
Collaboration agreement, equity issued		145,400
Accounts receivable			500	2,800
Deferred revenue			$ 132,200	$ 154,000
Net pension losses					2,900
Biogen MA, Inc. \| Collaboration and license agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Proceeds from collaborators	$ 125,000	125,000
Maximum milestone payment receivable		$ 2,400,000
Number of additional neurological disease gene targets \| product_target		7
Target selection period		5 years
Number of product targets selected \| product_target		3
Collaborative arrangement, maximum number of product targets to replace \| product_target			8
Collaboration arrangement, commission fee, portion of gross proceeds, value					$ 7,000
Collaborative agreement, percent of initial recognition		2.00%
Contract with customer, asset, after allowance for credit Loss			$ 4,100
Biogen MA, Inc. \| Collaboration and license agreement \| Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Collaboration arrangement, research period		7 years
Biogen MA, Inc. \| Collaboration and license agreement \| Pre-approval Milestone
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Maximum milestone payment receivable		$ 925,000
Biogen MA, Inc. \| Collaboration and license agreement \| Sales-based Milestone
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Maximum milestone payment receivable		$ 1,500,000

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) ft²	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Oct. 31, 2021 ft²	Oct. 01, 2021 USD ($)	Feb. 01, 2021 USD ($)	Jan. 31, 2021 USD ($) ft²	Jan. 29, 2021 USD ($)	May 31, 2020 USD ($) ft²
Commitments And Contingencies [Line Items]
Lease agreement, extendable lease term				5 years
Operating lease, payments \| $	$ 10,100	$ 6,900	$ 6,400
Operating lease, expense \| $	$ 11,000	$ 10,800	$ 10,400
Operating lease, weighted average remaining lease term	7 years
Operating lease, weighted average discount rate, percent	5.60%
License obligations \| $	$ 600
Lonza Netherlands, B.V.
Commitments And Contingencies [Line Items]
Contractual obligation \| $	$ 7,500
Minimum
Commitments And Contingencies [Line Items]
Lease agreement, extendable lease term	5 years
Maximum
Commitments And Contingencies [Line Items]
Lease agreement, extendable lease term	10 years
Richmond, California
Commitments And Contingencies [Line Items]
Lease not yet commenced, area of real estate \| ft²							5,000		8,500
Lessee operating lease, lease not yet commenced amount \| $					$ 9,100	$ 700	$ 900		$ 1,300
Reimbursement, tenant improvement allowance \| $					$ 2,600
Richmond, California \| November 1, 2021 through August 31, 2031
Commitments And Contingencies [Line Items]
Area of space leased (in sqft) \| ft²				7,997
Valbonne, France
Commitments And Contingencies [Line Items]
Lease not yet commenced, area of real estate \| ft²							5,800
Lessee, operating lease, amount \| $							$ 800	$ 600
Office And Laboratory \| Brisbane, California
Commitments And Contingencies [Line Items]
Area of space leased (in sqft) \| ft²	87,700
Office And Laboratory \| Richmond, California \| Expires in August 2031
Commitments And Contingencies [Line Items]
Area of space leased (in sqft) \| ft²	59,485
Office And Laboratory \| Richmond, California \| Expires in August 2026
Commitments And Contingencies [Line Items]
Area of space leased (in sqft) \| ft²	7,700
Research and Office Space \| Valbonne, France
Commitments And Contingencies [Line Items]
Area of space leased (in sqft) \| ft²	26,600

FAIR VALUE MEASUREMENTS - Summary of Fair Value Measurements of Cash Equivalents, Available-for-Sale Securities and Free Share Liability (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	$ 207,033	$ 285,845
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	50,820	119,919
U.S. government-sponsored entity debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	18,417	30,614
Commercial paper securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	101,165	105,757
Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	11,670	33,682
Asset-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	24,792	70,701
U.S. treasury bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	7,938
Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	37,461	45,091
Agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	5,590
Fair value on recurring basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	50,820	119,919
Total marketable securities	207,033	285,845
Total cash equivalents and marketable securities	257,853	405,764
Fair value on recurring basis \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	50,820	119,919
Total marketable securities	0	0
Total cash equivalents and marketable securities	50,820	119,919
Fair value on recurring basis \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	0	0
Total marketable securities	207,033	285,845
Total cash equivalents and marketable securities	207,033	285,845
Fair value on recurring basis \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	0	0
Total marketable securities	0	0
Total cash equivalents and marketable securities	0	0
Fair value on recurring basis \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	50,820	119,919
Fair value on recurring basis \| Money market funds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	50,820	119,919
Fair value on recurring basis \| Money market funds \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	0	0
Fair value on recurring basis \| Money market funds \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	0	0
Fair value on recurring basis \| U.S. government-sponsored entity debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	18,417	30,614
Fair value on recurring basis \| U.S. government-sponsored entity debt securities \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	0	0
Fair value on recurring basis \| U.S. government-sponsored entity debt securities \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	18,417	30,614
Fair value on recurring basis \| U.S. government-sponsored entity debt securities \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	0	0
Fair value on recurring basis \| Commercial paper securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	101,165	105,757
Fair value on recurring basis \| Commercial paper securities \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	0	0
Fair value on recurring basis \| Commercial paper securities \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	101,165	105,757
Fair value on recurring basis \| Commercial paper securities \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	0	0
Fair value on recurring basis \| Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	11,670	33,682
Fair value on recurring basis \| Corporate debt securities \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	0	0
Fair value on recurring basis \| Corporate debt securities \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	11,670	33,682
Fair value on recurring basis \| Corporate debt securities \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	0	0
Fair value on recurring basis \| Asset-backed securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	24,792	70,701
Fair value on recurring basis \| Asset-backed securities \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	0	0
Fair value on recurring basis \| Asset-backed securities \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	24,792	70,701
Fair value on recurring basis \| Asset-backed securities \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	0	0
Fair value on recurring basis \| U.S. treasury bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	7,938
Fair value on recurring basis \| U.S. treasury bills \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities
Fair value on recurring basis \| U.S. treasury bills \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	7,938
Fair value on recurring basis \| U.S. treasury bills \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities
Fair value on recurring basis \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	37,461	45,091
Fair value on recurring basis \| Certificates of deposit \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	0	0
Fair value on recurring basis \| Certificates of deposit \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	37,461	45,091
Fair value on recurring basis \| Certificates of deposit \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	0	$ 0
Fair value on recurring basis \| Agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	5,590
Fair value on recurring basis \| Agency bonds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities
Fair value on recurring basis \| Agency bonds \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities	5,590
Fair value on recurring basis \| Agency bonds \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable securities