Exhibit
10.21


 


NOTE:  Portions of this Exhibit are the subject of
a Confidential Treatment Request by the Registrant to the Securities and
Exchange Commission.  Such portions have
been redacted and are marked with a “[***]” in place of the redacted language.


 


 


THIRD
AMENDMENT TO


LICENSE
AGREEMENT


 


                This is the Third Amendment to the
License Agreement (the “Agreement”) between Sangamo BioSciences, Inc.
(“Sangamo”) and Baxter Healthcare Corporation (“Baxter”), dated
January 11, 2000.  This Third
Amendment shall be effective as of August 14, 2003.


 


RECITALS


 


                WHEREAS, the Agreement was assigned by Baxter to
Edwards Lifesciences LLC (“Edwards”) pursuant to a Reorganization Agreement
between Baxter International Inc. and Edwards Lifesciences Corporation dated
March 31, 2000;


 


                WHEREAS, a First Amendment to the License
Agreement (“First Amendment”) was entered into by Sangamo and Edwards effective
October 16, 2001; and


WHEREAS, a Second Amendment to the License
Agreement (“Second Amendment”) was entered into by Sangamo and Edwards
effective November 14, 2002.


 


                NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Agreement is hereby amended as follows:


 


1.             Delete
paragraph 4.2.2 from the Second Amendment to the License Agreement and
insert the following new paragraph 4.2.2:


 


                4.2.2  Within thirty (30) days of the first
achievement of each of the following research and development milestones,
EDWARDS shall pay to SANGAMO the following milestone payments:


 

















 


                (a)           One
million four hundred thousand dollars ($1,400,000) upon delivery to EDWARDS by
SANGAMO of data satisfactory to both Parties demonstrating the development of a
lead ZFP therapeutic product candidate and supporting pre-clinical data in a
therapeutically-relevant angiogenesis animal model;


 


                (b)           Fifty
thousand dollars ($50,000) upon completion and delivery of the items specified
in Paragraph 5.1(b) as more specifically set out in the Second Amended Schedule
2 attached hereto, and demonstration of efficacy in a pivotal animal
study.  This study is to be defined
after the pilot study data analysis and consultation with the FDA;


 


                (c)           Fifty
Thousand Dollars ($50,000) upon completion and delivery of the items specified
in Schedule 3 attached hereto;


 


                (d)           Four
Hundred Thousand Dollars ($400,000) upon the completion and delivery to EDWARDS
of the research vector constructs (other than the VOP32E clinical construct)
developed by SANGAMO, together with the associated cloning designs and vector
map reports,***.


 


2.  Delete
Amended Schedule 2 and insert the attached Second Amended Schedule 2.


 


3.             The Agreement, as amended in the
First Amendment, the Second Amendment 
and this Third Amendment, together with the Research Funding Agreement
between SANGAMO and EDWARDS dated January 11, 2000, as amended in the First
Amendment thereto, represent the entire agreement between the parties with
respect to its subject matter and supersede all prior agreements and
understandings between the parties.


 


 


 


 


 


 












*** Certain
information on this page has been omitted and filed separately with the
Commission pursuant to a request for Confidential Treatment.


 


 


2

















 


4.             All
other terms and conditions shall remain the same.


 


	
  EDWARDS LIFESCIENCES LLC

  	
   

  	
  SANGAMO BIOSCIENCES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  



 


 


 


 


 


 


 


 


3

















 


 


Second Amended Schedule 2 to License Agreement


(Exhibit
B to Research Funding Agreement)


 


 


***


 


 


 


 


 


 


 


 


 


 


 












*** Certain information on this page has been omitted and
filed separately with the Commission pursuant to a request for Confidential
Treatment.


4

















 


Schedule 3 to License Agreement


(Exhibit C to Research Funding Agreement)


 


 


***


 


 


 


 


 


 


 


 


 


 


 












*** Certain information on this page has been omitted and
filed separately with the Commission pursuant to a request for Confidential
Treatment.


 


5