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Acquisition of Ceregene
 12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
Acquisition of Ceregene

NOTE 6 – ACQUISITION OF CEREGENE

In August 2013, Sangamo and its wholly-owned subsidiary CG Acquisition Sub, Inc., a Delaware corporation, entered into an Agreement and Plan of Merger (the Merger Agreement) with Ceregene, and a stockholders’ representative. Pursuant to the Merger Agreement, the Company acquired all outstanding shares of Ceregene, a privately held biotechnology company focused on the development of AAV gene therapies. The acquired assets include all of Ceregene’s therapeutic programs, including CERE-110 for the treatment of AD, which is currently in a Phase 2 clinical trial. In addition to the clinical assets acquired, the Company acquired certain intellectual property rights relating to the manufacturing of AAV, and certain toxicology data and safety and efficacy data from Ceregene’s human clinical trials, which will be used in the preparation and filing of IND applications for Sangamo’s in vivo ZFP Therapeutics, particularly those that target the brain. The acquisition closed in October 2013 (the Closing Date).

Under the Merger Agreement, the aggregate consideration transferred or transferable by Sangamo to former Ceregene stockholders at closing consisted of 100,000 shares of Sangamo common stock, with an approximate fair value of $1.2 million on the Closing Date. In addition, Sangamo may be required to make contingent earn-out payments (the Earn-Out Payments) to the stockholders of Ceregene if Sangamo develops and commercializes Ceregene’s AAV gene therapies.

Also on the Closing Date, Sangamo, Ceregene and certain of Ceregene’s stockholders entered into an indemnity escrow agreement, pursuant to which $0.3 million of Ceregene remaining cash was deposited in an escrow account to be held until April 1, 2015 for the benefit of Sangamo to satisfy indemnity obligations of the stockholders under the Merger Agreement.

Consideration Transferred

The following table summarizes the estimated fair value of the consideration transferred by Sangamo to the Ceregene stockholders on the Closing Date (in thousands):

 

Sangamo shares of common stock

 

$

1,200

 

Contingent earn-out

 

 

1,510

 

Total purchase consideration

 

$

2,710

 

Fair Value Estimate of Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair value of the net assets acquired as of the Closing Date (in thousands):

 

Cash and equivalents

 

$

79

 

Accounts receivable

 

 

22

 

Identifiable intangible assets

 

 

1,870

 

Goodwill

 

 

1,585

 

Total assets acquired

 

 

3,556

 

Deferred tax liability

 

 

(748

)

Accounts payable and accrued liabilities

 

 

(98

)

Total liabilities assumed

 

 

(846

)

Net assets acquired

 

$

2,710

 

 

In-Process Research and Development

Intangible assets include IPR&D, which consists of Ceregene’s two clinical product candidates, CERE-110 for the treatment of AD and CERE-120 for the treatment of Parkinson’s disease. The Company determined that the combined Closing Date estimated fair values of CERE-110 and CERE-120 was $1.9 million. The Company used an income approach, which is a measurement of the present value of the net economic benefit or cost expected to be derived from an asset or liability, to measure the fair value of these two product candidates. Under the income approach, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life.

A summary of these assets and estimated fair values at the Closing Date is as follows (in thousands):

 

 

 

Value of Intangible

 

 

 

Assets Acquired

 

CERE-110 for the treatment of Alzheimer's disease

 

$

1,640

 

CERE-120 for the treatment of Parkinson's disease

 

 

230

 

Total identifiable intangible assets

 

$

1,870

 

 

IPR&D is an intangible asset classified as indefinite-lived until the completion or abandonment of the associated research and development effort, and will be amortized over an estimated useful life to be determined at the date the project is completed. IPR&D is not amortized until the project is completed or abandoned, but rather tested for impairment.

Goodwill

The excess of the consideration transferred over the fair values assigned to the assets acquired and liabilities assumed was $1.6 million, which represents the goodwill resulting from the acquisition. Goodwill represents benefits that Sangamo believes will result from combining its operations with the operations of Ceregene and any intangible assets that do not qualify for separate recognition, as well as any future, yet unidentified products.  

 

None of the goodwill is expected to be deductible for income tax purposes. The Company tests goodwill for impairment on an annual basis or sooner, if deemed necessary. There have been no changes to the assets acquired or liabilities assumed, including goodwill, since the Closing Date.

Liability for Contingent Consideration

In addition to the transfer of shares of Sangamo common stock on the Closing Date, the Company may be required to make contingent Earn-Out Payments in the future if the Company grants a third-party license to develop and commercialize products based on the technology acquired from Ceregene (the “Earn-out Products”) or if the Company commercializes any Earn-Out Products itself. These payments are a percentage of any upfront or milestone payments received in the case Sangamo grants a third-party license to develop and commercialize the Earn-Out Products, or are a percentage of net sales in the case Sangamo develops and commercialized the Earn-Out Products itself. The total maximum payment is not limited, other than due to size of any potential upfront or milestone payments received or by future net sales of Earn Out Products, if any.

The fair value of the liability for the contingent consideration recognized on the Close Date was $1.5 million. The Company determined the fair value of the liability for the contingent consideration based on a probability-weighted discounted cash flow analysis. The fair value of the liability for the contingent consideration recognized as of December 31, 2014 is $1.8 million based on a probability-weighted discounted cash flow analysis with the increase in fair value due to the passage of time.