License Agreement between Sangamo and Pfizer  Inc, dated December 19, 2008



 Exhibit 10.25 
 NOTE: Portions of this Exhibit are the subject of a Confidential Treatment Request by the Registrant to the Securities and Exchange Commission (the “Commission”). Such portions have been redacted and are marked with a
“[***]” in the place of the redacted language. The redacted information has been filed separately with the Commission. 
 LICENSE AGREEMENT 
 THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of December 19, 2008 (the “Effective Date”) by and between
SANGAMO BIOSCIENCES, INC., a Delaware corporation with offices at 501 Canal Blvd., Suite A100, Richmond, California 94804 (“Sangamo”), and PFIZER
INC., a Delaware corporation having its principal place of business at 235 East 42nd Street, New York, New York 10017
(“Pfizer”). Sangamo and Pfizer may be referred to herein individually as a “Party”, and collectively as the “Parties.” 
 RECITALS 
 WHEREAS, Sangamo has expertise in and owns or
controls proprietary technology relating to zinc finger nucleases and their use to alter the genomes and protein expression capabilities of organisms and cells, including animals and animal cells; 
 WHEREAS, pursuant to that certain Agreement between the Parties, dated December 17, 2004 (the “2004
Agreement”), Sangamo prepared certain genetically modified cell lines using its zinc finger nuclease technology and provided these cell lines to Pfizer solely for research purposes; and 
 WHEREAS, pursuant to that certain Agreement between the Parties, dated December 16, 2005, as amended
December 13, 2006 (the “2005 Agreement”), Sangamo granted Pfizer a license to use Sangamo’s zinc finger nuclease technology to generate certain other genetically modified cell lines for research purposes; and 

WHEREAS, Pfizer now desires a license from Sangamo that would permit Pfizer to use genetically modified cell lines having a
specific genomic alteration to generate proteins for clinical and commercial purposes as components of Pfizer’s human therapeutic products, and Sangamo is willing to provide such license under the terms and conditions of this Agreement.

 NOW THEREFORE, in consideration of the foregoing and the covenants and promises contained herein, the
Parties agree as follows: 
  

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 ARTICLE 1 
 DEFINITIONS 
 As used in this Agreement, the following capitalized terms will have the following
meanings: 
 1.1 “Affiliate” means, with respect to a particular Party, any other person or entity that directly or
indirectly controls, is controlled by, or is in common control with such Party. As used in this Section 1.1, the term “controls” (with correlative meanings for the terms “controlled by” and “under common control
with”) means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of entity, or the possession, directly or indirectly, of the power to direct the management or
policies of the entity, whether through the ownership of voting securities, by contract, or otherwise. 
 1.2 “Confidential
Information” means each Party’s confidential information, inventions, non-public know-how or non-public data disclosed pursuant to this Agreement, the Prior Agreements, or any other any confidentiality agreement between the Parties and
will include, without limitation, manufacturing, marketing, financial, personnel and other business information and plans, whether in oral, written, graphic or electronic form and which is marked “Confidential” at the time of disclosure
or, if disclosed in a form other than in writing, which the disclosing Party declares to be confidential at the time of disclosure and confirms such delcaration in writing within thirty (30) days of disclosure. 
 1.3 “Control” means, with respect to an item of Information or an intellectual property right, that a Party owns or has a license to
such item or right and has the ability to disclose such item or grant a license or sublicense as provided for in this Agreement under such item or right without violating the terms of any agreement or other arrangement with any Third Party.

 1.4 “Designated Gene” means the glutamine synthetase gene. 
 1.5 “Executive Officer” means the chief executive officer (“CEO”) of the applicable Party, or another senior executive officer
of such Party who has been duly appointed by the Party’s CEO or the Party’s board of directors to act as the representative of the Party. 
  

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 1.6 “Field” means all human therapeutic uses. 
 1.7 “Information” means information, results, samples and data of any type whatsoever, in any tangible or intangible form whatsoever,
including without limitation, databases, inventions, practices, methods, techniques, specifications, formulations, formulae, knowledge, know-how, skill, experience, test data including pharmacological, biological, chemical, biochemical,
toxicological and clinical test data, analytical and quality control data, stability data, studies and procedures, and patent and other legal information or descriptions. 
 1.8 “Pfizer Product” means any Pfizer product that is created or produced through use or practice of Sangamo IP Rights for use in the Field that contains any antibodies or other proteins created or
produced through the use of a ZFN Modified Cell Line and does not contain therapeutically relevant quantities of any ZFN Modified Cell Line or any ZFN. 
 1.9 “Patents” means (a) all patents and patent applications (including provisional applications), (b) any substitutions, divisions, continuations, continuations-in-part, reissues,
renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates and the like of the foregoing, and (c) any foreign or international equivalents of any of the foregoing. 
 1.10 “Prior Agreement” means the 2004 Agreement or the 2005 Agreement. 
 1.11 “Sangamo IP Rights” means the Sangamo Patents and the Sangamo Know-How. 
 1.12 “Sangamo Know-How” means all Information (other than Sangamo Patents) that (a) is Controlled by Sangamo as of the
Effective Date and (b) is reasonably required or useful for (i) the use of the Sangamo Reagents to generate ZFN Modified Cell Lines or (ii) the use of the ZFN Modified Cell Lines in the Field. 
 1.13 “Sangamo Patents” means all Patents that: 
 (a) are Controlled by Sangamo or its Affiliates as of the Effective Date; and 
  

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 (b) claim or cover (i) the Sangamo Reagents or the ZFN Modified Cell Lines;
(ii) the use of the Sangamo Reagents to generate ZFN Modified Cell Lines or (iii) the use of the ZFN Modified Cell Lines in the Field. 
 As of the
Effective Date, the Sangamo Patents include, without limitation, the Patents listed in Exhibit A. 
 1.14 “Sangamo
Reagents” are those ZFN-related reagents that were supplied by Sangamo to Pfizer under the Prior Agreement. 
 1.15
“Sangamo Technology” means the Sangamo Reagents, Information, methods, and other reagents (a) delivered by Sangamo to Pfizer under this Agreement or the Prior Agreement and (b) necessary or useful for generating a CHO
cell line that contains one or more targeted alterations in the genomic DNA (when compared with the parental cell line from which it was derived) at the Designated Gene. 
 1.16 “Select Sangamo Licensors” means the Massachusetts Institute of Technology and its trustees, directors, officers, employees and affiliates; and Johns Hopkins University and its trustees,
officers, employees, students and affiliates. 
 1.17 “Third Party” means any individual or entity other than the Parties or
their respective Affiliates. 
 1.18 “Territory” means the entire world. 
 1.19 “ZFN Modified Cell Line” means a CHO cell line that contains one or more targeted alterations in the genomic DNA
(when compared with the parental cell line from which it was derived) at the Designated Gene, where such alteration(s) at the Designated Gene is (are) the result of using Sangamo Technology. 
 1.20 “ZFN” means a zinc-finger nuclease protein, or a nucleic acid encoding and capable of expressing such protein in a cell or tissue.

  

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 ARTICLE 2 
 LICENSE GRANT 
 2.1 Licenses to Pfizer. Subject to the terms and
conditions of this Agreement (including Pfizer’s payment of the amount set forth in Section 3.1), Sangamo hereby grants to Pfizer and Pfizer’s Affiliates a worldwide, fully paid (subject to Section 3.1), perpetual, royalty free,
irrevocable (subject to Section 8.4), non-exclusive license under the Sangamo IP Rights (a) to use the Sangamo Reagents to modify CHO cell lines to generate ZFN Modified Cell Lines; and (b) to use ZFN Modified Cells Lines generated
under the license granted in Section 2.1(a) or the Prior Agreements to make, have made, use, sell, have sold, import and export Pfizer Products solely in the Field. Notwithstanding anything to the contrary in this Agreement, such license does
not include (i) a license to alter any genomic DNA other than the genomic DNA of the Designated Gene or (ii) a license to make any protein that is not a component of a Pfizer human therapeutic product. 
 2.2 Sublicensing; Transfer of ZFN Modified Cell Lines. Neither Pfizer nor Pfizer’s Affiliates may sublicense the rights granted under
Section 2.1 or transfer the ZFN Modified Cell Lines to any Third Party without Sangamo’s written consent, which may be withheld by Sangamo at its sole discretion. Notwithstanding the foregoing, Pfizer is permitted to transfer ZFN Modified
Cell Lines to a contract manufacturer solely for use in the Field on behalf of Pfizer. Pfizer shall promptly notify Sangamo in writing of any such transfer and will remain fully responsible for such contract manufacturer’s compliance with the
terms and conditions of this Agreement. 
 2.3 No Non-Permitted Use. Pfizer hereby covenants that it shall not, nor shall it permit
any Affiliate or licensee, to use or practice, directly or indirectly, any Sangamo IP Rights, Sangamo Technology, or ZFN Modified Cell Lines for any purposes other than those expressly permitted by this Agreement, except as granted under a Prior
Agreement. 
 2.4 No Prohibition on Sangamo. Nothing in this Agreement will prevent Sangamo from making, using, offering for sale,
selling, or importing ZFNs for all purposes (including for purposes in the Field), and to grant to Third Parties the right to do the same. 
  

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 2.5 Upstream Licenses. The license granted to Pfizer hereunder includes sublicenses under
intellectual property licensed to Sangamo under agreements with Third Parties (“Upstream Licenses”), including the agreements identified in Exhibit B. The license granted to Pfizer hereunder is subject to certain rights retained
under the Upstream Licenses identified in Exhibit B by the respective licensors, as set forth in Exhibit C. Certain key terms of the Upstream Licenses are reproduced in Exhibit D. 
 2.6 Third Party Licenses. Pfizer shall be solely responsible for obtaining, at its sole expense, any other licenses from Third Parties that Pfizer
determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Pfizer Products. 
 2.7
Compliance with Law. Each Party shall comply, and shall ensure that its Affiliates, licensees and Third Party contractors comply, with all applicable laws, regulations, and guidelines, including without limitation those relating to the
transport, storage, and handling of Sangamo Reagents and ZFN Modified Cell Lines. 
 ARTICLE 3 
 COMPENSATION 
 3.1
License Fee. Pfizer shall pay Sangamo Three Million Dollars ($3,000,000) no later than December 30, 2008. Any payment made under this Section 3.1 will be non-creditable and non-refundable. 
 3.2 Acknowledgement. The Parties acknowledge and agree that the payment set forth in Section 3.1 is in full consideration for, and
represents all royalties, milestones, and other payments payable to Sangamo hereunder as compensation for, the rights granted under this Agreement. 
 3.3 Method of Payment. All payments due to Sangamo under this Agreement will be paid in United States dollars by wire transfer to a bank in the U.S. designated in writing by Sangamo. All references to “dollars” or
“$” herein will refer to United States dollars. 
  

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 3.4 Late Payments. Any amount owed by Pfizer to Sangamo under this Agreement that is not
paid within the applicable time period set forth herein will accrue interest at the lower of (a) two percent (2%) per annum above the then-applicable prime commercial lending rate of Citibank, N.A., in San Francisco, California, or
(b) the highest rate permitted under applicable law. 
 ARTICLE 4 
 INTELLECTUAL PROPERTY 
 4.1
Ownership. Subject to the license granted under Section 2.1, all rights in the Sangamo IP Rights will remain with Sangamo. 
 4.2 Patent Prosecution. Sangamo will have the sole right, but not the obligation, to conduct and control the filing, prosecution and maintenance of the Sangamo Patents. At the reasonable request of Sangamo, Pfizer will
cooperate with Sangamo in connection with such filing, prosecution, and maintenance, at Sangamo’s expense. Pfizer will be free to file, prosecute, and maintain Patents directed to inventions solely owned by Pfizer or Pfizer’s Affiliates,
including such inventions invented as a result of practicing the licenses granted herein. Notwithstanding the foregoing, under no circumstances shall Pfizer use the Sangamo Know-How, Sangamo Reagents, or any Confidential Information of Sangamo to
support the filing of a patent application in any country in the world that contains claims directed to the generation of ZFNs or the use of ZFNs to engineer cells, cell lines, or whole organisms, provided that the foregoing shall not be interpreted
as preventing Pfizer from disclosing the generation of ZFNs or use of ZFNs for the purpose of supporting claims directed to a ZFN Modified Cell Line or a Pfizer Product, either of which is invented by Pfizer or Pfizer’s Affiliates. 

4.3 Infringement of Patents by Third Parties. Sangamo will have the sole right, but not the obligation, to take appropriate action against any
person or entity directly or indirectly infringing any Sangamo Patent (or asserting that a Sangamo Patent is invalid or unenforceable) (collectively, “Infringement”), either by settlement or lawsuit or other appropriate action.
Pfizer shall reasonably cooperate with Sangamo with respect to the investigation and prosecution of any alleged, threatened, or actual Infringement, at Sangamo’s expense. Pfizer shall promptly notify Sangamo in writing of any alleged,
threatened, or actual Infringement of which Pfizer becomes aware. 
  

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 ARTICLE 5 
 CONFIDENTIALITY 
 5.1 Confidentiality. Except to the extent expressly
authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees that, for the term of this Agreement and for seven (7) years thereafter, it shall keep confidential and shall not publish or otherwise disclose and
shall not use for any purpose other than as provided for in this Agreement any Confidential Information disclosed to it by the other Party pursuant to this Agreement, except to the extent that the receiving Party can demonstrate by competent
evidence that specific Confidential Information: 
 (a) was already known to the receiving Party, other than under an
obligation of confidentiality, at the time of disclosure by the other Party; 
 (b) was generally available to the
public or part of the public domain at the time of its disclosure to the receiving Party; 
 (c) became generally
available to the public or part of the public domain after its disclosure to the receiving Party and other than through any act or omission of the receiving Party in breach of this Agreement; 
 (d) was disclosed to the receiving Party by a Third Party who had no obligation to the disclosing Party not to disclose such
information to others, other than under an obligation of confidentiality to the Third Party; or 
 (e) was
independently discovered or developed by the receiving Party without the use of Confidential Information belonging to the disclosing Party, as documented by the receiving Party’s contemporaneous written records. 
  

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 5.2 Authorized Disclosure. Notwithstanding the limitations in this Article 5, either Party
may disclose the Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances: 
 (a) complying with applicable laws or regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such disclosure
and reasonably cooperates with the other Party in the other Party’s attempt to obtain a protective order preventing or limiting the disclosure, or requiring that the Confidential Information be used only for the purposes for which the law or
regulation required, or for which the order was issued; 
 (b) disclosure to investors and potential investors,
acquirers, or merger candidates who are under an obligation of confidentiality no less restrictive than the confidentiality terms of this Agreement, provided that such disclosure is used solely for the purpose of evaluating such investment,
acquisition, or merger (as the case may be); and 
 (c) disclosure on a need-to-know basis to Affiliates, licensees,
sublicensees, employees, consultants or agents who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 5. 
 5.3 Publicity. The Parties agree that the public announcement of the execution of this Agreement will be substantially in the form of the
press release attached as Exhibit E. Any material changes in the text of Exhibit E will require written approval by both Parties prior to release. 
 5.4 Terms of the Agreement. Each Party shall treat the terms of this Agreement as the Confidential Information of other Party, subject the exceptions set forth in Section 5.2. Notwithstanding the foregoing, Pfizer
acknowledges that Sangamo may be obligated to file a copy of this Agreement with the United States Securities and Exchange Commission (the “SEC”). Sangamo will be entitled to make such a required filing, provided that it requests
confidential treatment of certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to it. In the event of any such filing, Sangamo shall provide Pfizer with a copy of the
Agreement marked to show provisions for 

  

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which Sangamo intends to seek confidential treatment and shall reasonably consider and incorporate Pfizer’s comments thereon to the extent consistent
with the legal requirements governing redaction of information from material agreements that must be publicly filed. Pfizer shall promptly provide any such comments. Pfizer recognizes that United States laws and SEC policies and regulations to which
Sangamo is and may become subject may require such filing Party to publicly disclose certain terms of this Agreement, and that Sangamo is, after completing the above mentioned procedures, entitled hereunder to make such required disclosures to the
extent legally required. 
 ARTICLE 6 
 REPRESENTATIONS AND WARRANTIES 
 6.1 Representations
and Warranties of Pfizer. Pfizer hereby represents and warrants to Sangamo that, as of the Effective Date: 
 (a)
Corporate Power. Pfizer is duly organized and validly existing under the laws of Delaware and has corporate full power and authority to enter into this Agreement and to carry out the provisions hereof. 
 (b) Due Authorization. Pfizer is duly authorized to execute and deliver this Agreement and to perform its obligations
hereunder, and the person executing this Agreement on Pfizer’s behalf has been duly authorized to do so by all requisite corporate action. 
 6.2 Representations and Warranties of Sangamo. Sangamo hereby represents and warrants to Pfizer that, as of the Effective Date: 
 (a) Corporate Power. Sangamo is duly organized and validly existing under the laws of Delaware and has full corporate power and authority to enter into this Agreement and to carry out the provisions
hereof. 
 (b) Due Authorization. Sangamo is duly authorized to execute and deliver this Agreement and to
perform its obligations hereunder, and the person executing this Agreement on Sangamo’s behalf has been duly authorized to do so by all requisite corporate action. 
  


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 6.3 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS ARTICLE 6, EACH
PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD
PARTIES. 
 ARTICLE 7 
 INDEMNIFICATION 
 7.1 Indemnification by Sangamo. Sangamo agrees to indemnify, hold harmless,
and defend Pfizer and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “Pfizer Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including
reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent
arising from the gross negligence or willful misconduct of Sangamo or any of its Affiliates, or their respective employees or agents. Notwithstanding the foregoing, Sangamo will not have any obligation to indemnify the Pfizer Indemnitees to the
extent that a Claim arises from (i) the gross negligence or willful misconduct of Pfizer or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a material breach by Pfizer of a material
representation, warranty, or covenant of this Agreement. 
 7.2 Indemnification by Pfizer. Pfizer agrees to indemnify, hold
harmless, and defend Sangamo and its Affiliates and their respective directors, officers, employees, and agents, and the Select Sangamo Licensors (collectively, the “Sangamo Indemnitees”) from and against any Losses resulting from
Claims, to the extent arising from any of the following: (a) the gross negligence or willful misconduct of Pfizer or any of its Affiliates or their respective employees or agents; (b) the use, handling, storage, or transport of Sangamo
Reagents or ZFN Modified Cell Lines by or on behalf of Pfizer or its Affiliates, licensees, or sublicensees; or (c) the design, development, manufacture, regulatory approval, handling, storage, transport, distribution, sale or other disposition
of any Pfizer Product by or on behalf of Pfizer or its Affiliates, licensees, or 

  

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sublicensees. Notwithstanding the foregoing, Pfizer will not have any obligation to indemnify the Sangamo Indemnitees to the extent that a Claim arises from
(i) the gross negligence or willful misconduct of Sangamo or any of its Affiliates, or their respective employees or agents; or (ii) a material breach by Sangamo of a material representation, warranty, or covenant of this Agreement.

 7.3 Control of Defense. As a condition precedent to any indemnification obligations hereunder, any entity entitled to
indemnification under this Article 7 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification
obligations of this Article 7, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The
indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party will not be liable for any litigation costs or expenses incurred by the
indemnified Party without the indemnifying Party’s prior written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally
release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing. 

ARTICLE 8 
 TERM;
TERMINATION 
 8.1 Term. The term of this Agreement will commence upon the Effective Date and, will continue
until terminated pursuant to Section 8.2 or 8.3. 
 8.2 Termination for Material Breach. Either Party will have the right
to terminate this Agreement by written notice to the other Party upon or after the breach of any material provision of this Agreement by the other Party if the other Party fails to cure the breach within sixty (60) days following written notice
from the nonbreaching Party specifying such breach. 
  

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 8.3 Termination by Pfizer. Pfizer will have the right to voluntarily terminate this
Agreement upon written notice to Sangamo at any time and for any reason. 
 8.4 Effect of Termination. Except as otherwise
expressly provided herein, in the event of termination of this Agreement pursuant to Section 8.2 or Section 8.3, the following will apply: 
 (a) If this Agreement is terminated by Pfizer under Section 8.3, all rights and licenses granted by Sangamo to Pfizer under this Agreement will terminate and will revert to Sangamo without further action
by either Sangamo or Pfizer; 
 (b) If this Agreement is terminated by Pfizer under Section 8.3, Pfizer shall
cease, and shall cause its Affiliates, licensees, and sublicensees to cease, all development and, except as provided in this subsection, commercialization of Pfizer Products, and Pfizer shall not use or practice, nor shall it cause or permit any of
its Affiliates, licensees, or sublicensees to use or practice, directly or indirectly, any Sangamo IP Rights; 
 (c) If
this Agreement is terminated by Pfizer under Section 8.3, Pfizer shall promptly return, or at Sangamo’s request, destroy, any Sangamo Reagents in Pfizer’s possession or control at the time of termination; 
 (d) If this Agreement is terminated by Pfizer under Section 8.3, Pfizer shall promptly destroy any ZFN Modified Cell Lines in
Pfizer’s possession or control at the time of termination; and 
 (e) If this Agreement is terminated by Pfizer
under Section 8.3, each Party shall promptly return, or at the other Party’s request destroy, any Confidential Information of the other Party in such Party’s possession or control at the time of termination. 
 (f) Termination of this Agreement by Sangamo under Section 8.2 will not terminate the licenses and rights granted by Sangamo
to Pfizer under this Agreement. Notwithstanding the foregoing, in the event that Sangamo terminates this Agreement under Section 8.2 for Pfizer’s uncured failure to pay the full amount set forth in Section 3.1, then the 

  

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licenses and rights granted by Sangamo to Pfizer under this Agreement will terminate and subsections (a)-(e) will apply as though Pfizer had terminated
the Agreement under Section 8.3. 
 (g) Each Party will retain any and all rights or remedies such Party may have
in law or in equity, provided that neither Party may claim compensation for lost opportunity, lost profits, or consequential damages arising out of the fact of such early termination. 
 8.5 Surviving Obligations. Termination or expiration of this Agreement will not affect any rights of either Party arising out of any event
or occurrence prior to termination, including, without limitation, any obligation of Pfizer to pay any amount which became due and payable under the terms and conditions of this Agreement prior to expiration or such termination. The following
portions of this Agreement will survive termination or expiration of this Agreement: Sections 8.4, and 8.5, and Articles 5, 7, 9, and 10. 
 ARTICLE 9 
 GOVERNING LAW; DISPUTE RESOLUTION 

9.1 Governing Law. This Agreement will be governed by the laws of the State of California, without regard to any conflicts of law
principles that would provide for application of the law of a jurisdiction other than California. Any dispute arising from, or governed by, a breach of any term of this Agreement will be adjudicated only in the state or federal courts located in the
Northern District of California. 
 9.2 Legal Compliance. The Parties shall review in good faith and cooperate in taking such
actions to ensure compliance of this Agreement with all applicable laws. 
 9.3 Dispute Resolution. In the event of any
dispute, the Parties shall refer such dispute to their respective Executive Officers for attempted resolution by good faith negotiations within sixty (60) days after such referral is made. In the event such officers are unable to resolve such
dispute within such sixty (60) day period, each Party may pursue, in a court of competent jurisdiction, any remedies available to it at law or in equity with respect to such dispute. 
  

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 ARTICLE 10 
 GENERAL PROVISIONS 
 10.1 Use of Name. No right, express
or implied, is granted by this Agreement to either Party to use in any manner the name of the other or any other trade name or trademark of the other in connection with the performance of this Agreement. 
 10.2 LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT
DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS PARAGRAPH IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR
OBLIGATIONS OF ANY PARTY UNDER ARTICLE 7, OR DAMAGES AVAILABLE FOR BREACHES OF THE OBLIGATIONS SET FORTH IN SECTION 2.3 OR ARTICLE 5. 
 10.3 Independent Parties. The Parties are not employees or legal representatives of the other Party for any purpose. Neither Party will have the authority to enter into any contracts in the name of or on behalf of the other
Party. 
 10.4 Notice. All notices, including notices of address change, required or permitted to be given under this Agreement
will be in writing and deemed to have been received (a) when received if hand delivered, (b) four (4) days after being sent by certified mail, postage prepaid, (c) one (1) business day after being sent by an internationally
recognized overnight delivery service, or (d) when received if sent by confirmed facsimile, in each case sent to the address or facsimile number set forth below (or any updated addresses or facsimile number communicated to the other Party in
writing): 
  

					
		 	If to Sangamo:	  	Sangamo BioSciences, Inc.
		 		  	501 Canal Blvd, Suite A100
		 		  	Richmond, CA 94804
		 		  	Attention: Chief Executive Officer
		 		  	Fax: (510) 236-8951

  

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		 	If to Pfizer:	  	Pfizer, Inc.
		 		  	235 East 42nd Street
		 		  	New York, New York 10017
		 		  	Attention: SVP & Associate General Counsel, PGRD
		 		  	With copy to: Christopher Slavinsky, Director,
		 		  	                       Worldwide Business Development
		 		  	Fax: (860) 715-9981

 10.5 Severability. In the event any provision of this Agreement is held to be
invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. 
 10.6 Waiver. Any waiver (express or implied) by either Party of any breach of this Agreement will not constitute a waiver of any other or subsequent breach. 
 10.7 Entire Agreement; Prior Agreements; Amendment. This Agreement and the exhibits attached hereto constitute the entire, final, complete
and exclusive agreement between the Parties and supersede all previous agreements or representations, written or oral, with respect to the subject matter of this Agreement (other than any confidentiality agreement between the Parties, which will
continue in full force and effect in accordance with its terms, or the Prior Agreements, which are addressed in the following sentence). The Parties agree that nothing herein is intended to alter any rights or obligations of the Parties that may
exist under the Prior Agreements. All information of Sangamo or Pfizer to be kept confidential by the other Party under the Prior Agreement, as of the Effective Date, will be maintained as Confidential Information by such other Party under the
obligations set forth in Article 5 of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each Party. 
 10.8 Nonassignability; Binding on Successors. Any attempted assignment of the rights or delegation of the obligations under this Agreement
will be void without the prior written consent of the nonassigning or nondelegating Party; provided, however, that either Party 

  

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may assign its rights or delegate its obligations under this Agreement without such consent (a) to an Affiliate of such Party or (b) to its
successor in interest in connection with any merger, acquisition, consolidation, corporate reorganization, or similar transaction, or sale of all or substantially all of its assets, provided that such assignee agrees in writing to assume and be
bound by the assignor’s obligations under this Agreement. This Agreement will be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the Parties hereto.

 10.9 Binding Agreement. This Agreement is a legal and valid obligation binding upon Pfizer and enforceable in accordance
with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to
limitations on availability of equitable relief, including specific performance. The execution, delivery and performance of this Agreement by Pfizer does not conflict with any agreement, instrument or understanding, oral or written, to which it is a
party or by which it may be bound. Pfizer is aware of no action, suit or inquiry or investigation instituted by any governmental agency which questions or threatens the validity of this Agreement. 
 10.10 Force Majeure. Neither Party will be liable to the other for its failure to perform any of its obligations under this Agreement, except for
payment obligations, during any period in which such performance is delayed because rendered impracticable or impossible due to circumstances beyond its reasonable control, including without limitation earthquakes, governmental regulation, fire,
flood, labor difficulties, civil disorder, acts of terrorism and acts of God, provided that the Party experiencing the delay promptly notifies the other Party of the delay. 
 10.11 No Other Licenses. Neither Party grants to the other Party any rights or licenses in or to any intellectual property, whether by
implication, estoppel, or otherwise, except to the extent expressly provided for under this Agreement. 
 10.12 Counterparts.
This Agreement may be executed electronically or by facsimile and in two or more counterparts, each of which will be deemed an original and all of which will constitute together the same instrument. 
  

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 18. 








 IN WITNESS WHEREOF, the Parties hereto have duly
executed this License Agreement. 
  

									
	SANGAMO BIOSCIENCES, INC.	 		 	PFIZER, INC.
					
	By:	 	/s/ Edward O. Lanphier II	 		 	By:	 	/s/ Don Frail, Ph.D.
	Name:	 	Edward O. Lanphier II	 		 	Name:	 	Don Frail, Ph.D.
	Title:	 	President & CEO	 		 	Title:	 	Vice President, PGRD,
		 		 		 		 	Head, Indications Discovery Unit Director, St. Louis Laboratories

  

 19. 








 EXHIBIT A 
 IDENTIFIED SANGAMO PATENTS 
 SANGAMO OWNED 
  

									
	 Ref
	  	 Serial No.
	  	Filing date	  	 Title
	  	 Status

					
	 G1-AU1
	  	AU 32291/95	  	Aug. 17, 1995	  	Improvements in binding proteins for recognition of DNA	  	AU Pat. No. 698152 (2/4/99)
					
	 G1-AU2
	  	AU 10037/99	  	Jan. 6, 1999	  	Improvements in binding proteins for recognition of DNA	  	AU Pat. No. 726759 (3/8/01)
					
	 G1-CA
	  	CA 2,196,419	  	Aug. 17, 1995	  	Improvements in binding proteins for recognition of DNA	  	Issued
					
	 G1-EP
	  	EP 95928576.8	  	Aug. 17, 1995	  	Improvements in binding proteins for recognition of DNA	  	Issued (EP0781331B1)
					
	 G1-JP
	  	JP 507857/1996	  	Aug. 17, 1995	  	Improvements in binding proteins for recognition of DNA	  	Issued (4118327)
					
	 G1-US2
	  	US 09/139,762	  	Aug. 25, 1998	  	Binding proteins for recognition of DNA	  	US Pat. No. 6,013,453 (1/11/00)
					
	 G1-US3
	  	US 10/033,129	  	Dec. 27, 2001	  	Relating to Binding proteins for recognition of DNA	  	US Pat. No. RE 39,229 (8/8/06)
					
	 G1-US4
	  	US 10/309,578	  	Dec. 3, 2002	  	Design of binding proteins for recognition of DNA	  	Pending
					
	 G1-US5
	  	US 10/397,930	  	Mar. 25, 2003	  	Relating to Binding proteins for recognition of DNA	  	Pending
					
	 G1-US6
	  	US 10/400,017	  	Mar. 25, 2003	  	Relating to Binding proteins for recognition of DNA	  	Pending
					
	 G11-AU
	  	AU 2001 226935	  	Jan. 19, 2001	  	Nucleic Acid Binding Polypeptides (2-finger modules)	  	Issued (2001 226935)

  

 20. 









									
	 Ref
	  	 Serial No.
	  	 Filing date
	  	 Title
	  	 Status

					
	 G11-CA
	  	CA 2,398,155	  	Jan. 19, 2001	  	Nucleic Acid Binding Polypeptides (2-finger modules)	  	Pending
					
	 G11-EP
	  	EP 01 901 276.4	  	Jan. 19, 2001	  	Nucleic Acid Binding Polypeptides (2-finger modules)	  	Issued (EP1250424B1)
					
	 G11-US
	  	US10/198,677	  	Jan. 19, 2001	  	Nucleic Acid Binding Polypeptides (2-finger modules)	  	Pending
					
	 S2-US6
	  	US 10/222,614	  	Aug. 15, 2002	  	Cells comprising zinc finger nucleases	  	Issued (US 7,163,824)
					
	 L3-US1
	  	US 10/395,816	  	Mar. 20, 2003	  	Methods and compositions for using zinc finger endonucleases to enhance homologous recombination	  	Pending
					
	 L3-AU
	  	AU 2003 218382	  	Mar. 20, 2003	  	Methods and compositions for using zinc finger endonucleases to enhance homologous recombination	  	Issued (2003 218382)
					
	 L3-CA
	  	CA 2,479,858	  	Mar. 20, 2003	  	Methods and compositions for using zinc finger endonucleases to enhance homologous recombination	  	Pending
					
	 L3-EP
	  	EP 03 714 379.9	  	Mar. 20, 2003	  	Methods and compositions for using zinc finger endonucleases to enhance homologous recombination	  	Pending
					
	 S36-US1
	  	US 10/912,932	  	Aug. 6, 2004	  	Methods and compositions for targeted cleavage and recombination	  	Pending
					
	 S36-US2
	  	US 11/304,981	  	Dec. 15, 2005	  	Targeted deletion of cellular DNA Sequences	  	Pending
					
	 S36-AU1
	  	AU 2004 263865	  	Aug. 6, 2004	  	Methods and compositions for targeted cleavage and recombination	  	Issued (2004 263865)

  

 21. 









									
	 Ref
	  	 Serial No.
	  	 Filing date
	  	 Title
	  	 Status

					
	 S36-CA1
	  	CA 2,534,296	  	Aug. 6, 2004	  	Methods and compositions for targeted cleavage and recombination	  	Pending
					
	 S36-EP1
	  	EP 04 780 272.3	  	Aug. 6, 2004	  	Methods and compositions for targeted cleavage and recombination	  	Pending
					
	 S36-IL1
	  	IL 173460	  	Aug. 6, 2004	  	Methods and compositions for targeted cleavage and recombination	  	Pending
					
	 S36-JP1
	  	JP 2006-523239	  	Aug. 6, 2004	  	Methods and compositions for targeted cleavage and recombination	  	Pending
					
	 S36-KR1
	  	KR 2006-7002703	  	Aug. 6, 2004	  	Methods and compositions for targeted cleavage and recombination	  	Pending
					
	 S36-SG1
	  	SG 2006 00748-8	  	Aug. 6, 2004	  	Methods and compositions for targeted cleavage and recombination	  	Pending
					
	 S36-AU2
	  	AU 2005 220148	  	Feb. 3, 2005	  	Methods and compositions for targeted cleavage and recombination	  	Pending
					
	 S36-CA2
	  	CA 2,554,966	  	Feb. 3, 2005	  	Methods and compositions for targeted cleavage and recombination	  	Pending
					
	 S36-EP2
	  	EP 05 756 438.7	  	Feb. 3, 2005	  	Methods and compositions for targeted cleavage and recombination	  	Pending
					
	 S36-US3
	  	US 10/587,723	  	Feb. 3, 2005	  	Methods and compositions for targeted cleavage and recombination	  	Pending
					
	 S43-US1
	  	US 11/221,683	  	Sept. 8, 2005	  	Compositions and methods for protein production	  	Pending
					
	 S43-PCT
	  	PCT US05/32157	  	Sept. 8, 2005	  	Compositions and methods for protein production	  	WO 06/033859 (3/30/06)

  

 22. 









									
	 Ref
	  	 Serial No.
	  	 Filing date
	  	 Title
	  	 Status

					
	 S46-US1
	  	US 11/493,423	  	July 26, 2006	  	Targeted integration and expression of exogenous nucleic acid sequences	  	Pending
					
	 S46-PCT
	  	PCT US06/29027	  	July 26, 2006	  	Targeted integration and expression of exogenous nucleic acid sequences	  	Pending
					
	 S49-US1
	  	US 11/805,850	  	May 23, 2007	  	Engineered cleavage half-domains	  	Pending
					
	 S49-US2
	  	US 12/217,185	  	July 2, 2008	  	Engineered cleavage half-domains	  	Pending
					
	 S49-AU
	  	NP entry from
PCT/US2007/012411	  	May 23, 2007	  	Engineered cleavage half-domains	  	Pending
					
	 S49-CA
	  	NP entry from
PCT/US2007/012411	  	May 23, 2007	  	Engineered cleavage half-domains	  	Pending
					
	 S49-EP
	  	EP 07 795 299.2	  	May 23, 2007	  	Engineered cleavage half-domains	  	Pending
					
	 S49-JP
	  	NP entry from
PCT/US2007/012411	  	May 23, 2007	  	Engineered cleavage half-domains	  	Pending
					
	 S66-PR
	  	Provisional	  	October 29, 2008	  	Methods and Compositions for Inactivating Glutamine Synthetase Gene Expression	  	Pending

  

 23. 








 IN-LICENSED* 
  

			
	 Caltech =
	  	in-licensed under the Caltech Agreement
	 JHU =
	  	in-licensed under the JHU Agreement
	 MIT =
	  	in-licensed under the MIT Agreement
	 Scripps =
	  	in-licensed under the Scripps Agreement
	 Utah =
	  	in-licensed under the Utah Agreement

  

									
	 Ref
	  	 Serial No.
(*Third Party
License)
	  	 Filing date
	  	 Title
	  	 Status

					
	 J1-US1
	  	US 07/862,831 (JHU)	  	Apr. 3, 1992	  	Functional domains in FokI restriction endonuclease	  	US Pat. No. 5,356,802 (10/18/94)
					
	 J1-US3
	  	US 08/126,564 (JHU)	  	Sept. 27, 1993	  	Functional domains in FokI restriction endonuclease	  	US Pat. No. 5,436,150 (7/25/95)
					
	 J1-US4
	  	US 08/346,293 (JHU)	  	Nov. 23, 1994	  	Insertion & Deletion Mutants of FokI restriction endonuclease	  	US Pat. No. 5,487,994 (1/30/96)
					
	 J1-CA1
	  	CA 2,154,581 (JHU)	  	Feb. 10, 1994	  	Functional domains in FokI restriction endonuclease	  	Issued
					
	 J1-EP3
	  	EP 03 010009.3 (JHU)	  	Feb. 10, 1994	  	Functional domains in FokI restriction endonuclease	  	Pending
					
	 J1-JP2
	  	JP 7-510290 (JHU)	  	Aug. 23, 1994	  	Functional domains in FokI restriction endonuclease	  	Pending
					
	 J1-JP3
	  	JP 2006-143294 (JHU)	  	Aug. 23, 1994	  	Functional domains in FokI restriction endonuclease	  	Issued
					
	 J1-JP4
	  	JP 2007-230093	  		  	Functional domains in FokI restriction endonuclease	  	Pending
					
	 J2-US1
	  	US 08/575,361 (JHU)	  	Dec. 20, 1995	  	General method to clone hybrid restriction endonucleases using lig gene	  	US Pat. No. 5,792,640 (8/11/98). First Reexam certificate issued Sept 9, 2008. 2nd
Reexamination Requested

  

 24. 









									
	 Ref
	  	 Serial No. (*Third
Party License)
	  	 Filing date
	  	 Title
	  	 Status

					
	 J3-US1
	  	US 08/647,449 (JHU)	  	May 7, 1996	  	Methods for inactivating target DNA and for detecting conformational change in a nucleic acid	  	US Patent No. 5,916,794 (Jun. 29, 1999)
					
	 J3-US2
	  	US 09/281,792 (JHU)	  	Mar. 31, 1999	  	Methods for inactivating target DNA and for detecting conformational change in a nucleic acid	  	US Patent No. 6,265,196 (Jul. 24, 2001) Reexamination Requested
					
	 T1-US3
	  	US 08/676,318 (Scripps)	  	December 30, 1996	  	Zinc finger protein derivatives and methods therefor	  	U.S. Patent No. 6,242,568 (6/5/01)
					
	 T1-US4
	  	US 08/863,813 (Scripps)	  	May 27, 1997	  	Zinc finger protein derivatives and methods therefor	  	U.S. Patent No. 6,140,466 (10/31/00)
					
	 T1-US6
	  	US 09/500,700 (Scripps)	  	Feb. 9, 2000	  	Zinc finger protein derivatives and methods therefor	  	U.S. Patent No. 6,790,941 (9/14//04)
					
	 T1-AU1
	  	AU 16865/95 (Scripps)	  	Jan. 18, 1995	  	Zinc finger protein derivatives and methods therefor	  	AU Patent No. 704601 (4/29/99)
					
	 T1-CA1
	  	CA 2,181,548 (Scripps)	  	Jan. 18, 1995	  	Zinc finger protein derivatives and methods therefor	  	Pending
					
	 T1-EP1
	  	EP 95 908 614.1 (Scripps)	  	Jan. 18, 1995	  	Zinc finger protein derivatives and methods therefor	  	Europ. Pat. No. 0 770 129 (11/23/05)
					
	 T1-FR1
	  	FR (Scripps)	  	Jan. 18, 1995	  	Zinc finger protein derivatives and methods therefor	  	Europ. Pat. No. 0 770 129 (11/23/05)
					
	 T1-GB1
	  	GB (Scripps)	  	Jan. 18, 1995	  	Zinc finger protein derivatives and methods therefor	  	Europ. Pat. No. 0 770 129 (11/23/05)

  

 25. 









									
	 Ref
	  	 Serial No. (*Third
Party License)
	  	 Filing date
	  	 Title
	  	 Status

					
	 T1-FI1
	  	FI 962879 (Scripps)	  	Jan. 18, 1995	  	Zinc finger protein derivatives and methods therefor	  	Pending
					
	 T1-JP1
	  	JP 07-519231 (Scripps)	  	Jan. 18, 1995	  	Zinc finger protein derivatives and methods therefor	  	Issued 4012243
					
	 T1-NO1
	  	NO 1996 2991 (Scripps)	  	Jan. 18, 1995	  	Zinc finger protein derivatives and methods therefor	  	Pending
					
	 T1-AU3
	  	AU 2002 300619 (Scripps)	  	May 27, 1998	  	Zinc finger protein derivatives and methods therefor	  	Issued
					
	 T1-AU4
	  	AU 2007 201586	  	May 27, 1998	  	Zinc finger protein derivatives and methods therefor	  	Pending
					
	 T1-CA2
	  	CA 2,291,861 (Scripps)	  	May 27, 1998	  	Zinc finger protein derivatives and methods therefor	  	Pending
					
	 T1-EP2
	  	EP 98 926 088.0 (Scripps)	  	May 27, 1998	  	Zinc finger protein derivatives and methods therefor	  	Pending
					
	 T1-JP2
	  	JP 11-500870 (Scripps)	  	May 27, 1998	  	Zinc finger protein derivatives and methods therefor	  	Pending
					
	 M3-US1
	  	US 09/260,629 (MIT)	  	Mar. 1, 1999	  	Poly-Zinc Finger Proteins with improved linkers	  	 U.S. Pat. No.
 6,479,626 (Nov. 12,
2002)

					
	 M3-US2
	  	US 10/146,221 (MIT)	  	May 13, 2002	  	Poly-Zinc Finger Proteins with improved linkers	  	 U.S. Pat. No.
 6,903,185 (June 7,
2005)

					
	 M3-US3
	  	US 11/110,594 (MIT)	  	April 20, 2005	  	Poly-Zinc Finger Proteins with improved linkers	  	US Patent No 7,153,949 (Dec. 26, 2006)

  

 26. 









									
	 Ref
	  	 Serial No. (*Third
Party License)
	  	 Filing date
	  	 Title
	  	 Status

					
	 M3-US4
	  	US 11/639,363 (MIT)	  	Dec. 14, 2006	  	Poly-Zinc Finger Proteins with improved linkers	  	Pending
					
	 M3-AU
	  	AU 28849/99 (MIT)	  	Mar. 1, 1999	  	Poly-Zinc Finger Proteins with improved linkers	  	 AU Pat. No.
 746454 (August 15,
2002)

					
	 M3-CA
	  	CA 2,321,938 (MIT)	  	Mar. 1, 1999	  	Poly-Zinc Finger Proteins with improved linkers	  	Pending
					
	 M3-EP
	  	EP 99909701.7 (MIT)	  	Mar. 1, 1999	  	Poly-Zinc Finger Proteins with improved linkers	  	Pending
					
	 M3-JP
	  	JP 2000-534663 (MIT)	  	Mar. 1, 1999	  	Poly-Zinc Finger Proteins with improved linkers	  	Pending
					
	 U1-AU
	  	AU 2003 25128 (Utah)	  	Jan. 22, 2003	  	Targeted chromosomal mutagenesis using zinc finger nucleases	  	Pending
					
	 U1-CA
	  	CA 2,474,486 (Utah)	  	Jan. 22, 2003	  	Targeted chromosomal mutagenesis using zinc finger nucleases	  	Pending
					
	 U1-EP
	  	EP 03 746 527.5 (Utah)	  	Jan. 22, 2003	  	Targeted chromosomal mutagenesis using zinc finger nucleases	  	 Issued
 EP1476547B1

					
	 U1-US1
	  	US 10/502,565 (Utah)	  	Jan. 22, 2003	  	Targeted chromosomal mutagenesis using zinc finger nucleases	  	Pending
					
	 C1-US
	  	US 10/656,531 (Caltech)	  	Sept. 5, 2003	  	Use of chimeric nucleases to stimulate gene targeting	  	Pending
					
	 C1-AU
	  	AU 2003 298574 (Caltech)	  	Sept. 5, 2003	  	Use of chimeric nucleases to stimulate gene targeting	  	Pending

  

 27. 









									
	 Ref
	  	 Serial No. (*Third
Party License)
	  	 Filing date
	  	 Title
	  	 Status

					
	 C1-CA
	  	 CA 2,497,913 (Caltech)
	  	Sept. 5, 2003	  	Use of chimeric nucleases to stimulate gene targeting	  	Pending
					
	 C1-EP
	  	 EP 03 796 324.6 (Caltech)
	  	Sept. 5, 2003	  	Use of chimeric nucleases to stimulate gene targeting	  	Pending
					
	 C1-JP
	  	 JP 2005-501601 (Caltech)
	  	Sept. 5, 2003	  	Use of chimeric nucleases to stimulate gene targeting	  	Pending

  

 28. 








 EXHIBIT B 
 CERTAIN EXISTING UPSTREAM LICENSES 
 License Agreement between Sangamo and the Scripps Research Institute, dated
March 14, 2000, as amended (“Scripps Agreement”). 
 Patent License Agreement between Sangamo and the Massachusetts Institute of
Technology, dated May 9, 1996, as amended (“MIT Agreement”). 
 License Agreement between Sangamo and Johns Hopkins University, dated
June 29, 1995, as amended (“JHU Agreement”) 
 License Agreement between Sangamo and the University of Utah Research Foundation, dated
September 8, 2004, as amended (“Utah Agreement”). 
 License Agreement between Sangamo and the California Institute of Technology,
dated November 1, 2003, as amended (“Caltech Agreement”). 
  

 29. 








 EXHIBIT C 
 CERTAIN TERMS OF UPSTREAM LICENSES 
 1. JHU Agreement. The license granted to Sangamo under
the JHU Agreement is subject to 35 U.S.C. §§ 200-211 and the regulations promulgated thereunder. Pursuant to the JHU Agreement, Johns Hopkins University (“JHU”) retains the non-transferable royalty-free right to
practice the subject matter of any claim within the Patent Rights licensed thereunder for its own internal purposes. In addition, if Dr. Srinivasan Chandrasegaran leaves JHU, he shall have the non-transferable, royalty-free right to practice
any claim within the Patent Rights licensed under the JHU Agreement for his own academic purposes 
 2. MIT Agreement. The license
granted to Sangamo under the MIT Agreement is subject to the royalty-free, nonexclusive license rights of the United States government per FAR 52.227-11. Pursuant to the MIT Agreement, the Massachusetts Institute of Technology
(“MIT”) reserves the right to practice under the Patent Rights licensed thereunder and to allow third parties to practice under such Patent Rights in all fields of use for noncommercial research purposes. MIT has granted the Howard
Hughes Medical Institute a paid-up, non-exclusive, irrevocable license to use the Patent Rights licensed under the MIT Agreement for its non-commercial purposes, but with no right to assign or sublicense. 
 3. Caltech Agreement. The license granted to Sangamo under the Caltech Agreement is subject to (a) a reservation by the California Institute
of Technology (“Caltech”) of its right to use the Intellectual Property licensed thereunder for noncommercial educational and research purposes, but not for commercial sale or other commercial distribution to third parties and
(b) any existing rights of the United States government under Title 35, United States Code, Section 200 et seq. and under 37 Code of Federal Regulations, Section 401 et seq. 
 4. Utah Agreement. The license granted to Sangamo under the Utah Agreement is subject to (a) a reservation by the University of Utah
(“Utah”) of its right to practice the Patent Rights licensed thereunder for academic purposes and (b) a non-exclusive, irrevocable, royalty-free license heretofore granted to the United States government. 
 5. Scripps Agreement. The license granted to Sangamo under the Scripps Agreement is subject to (a) a reservation by the Scripps Research
Institute (“Scripps”) of its right to use the Intellectual Property licensed thereunder for noncommercial research purposes and the right to allow other nonprofit institutions to use such Intellectual Property for non-commercial
research purposes, without Scripps or such other institution being obligated to pay Sangamo any royalties or other compensation and (b) Scripps’ obligations and the rights of the United States government, if any, which arise or result from
Scripps’ receipt of research support from the United States government. 







 EXHIBIT D 
 SELECT PROVISIONS OF UPSTREAM LICENSES 
 Copy of Selected Provisions from the JHU Agreement

 ARTICLE II – GRANT 
 2.1
JOHNS HOPKINS hereby grants to LICENSEE the exclusive worldwide right and license to make, have made, use, lease and sell the Licensed Products, and to practice the Licensed Processes, including the right to grant sublicenses, subject to
35USC200-211 and the regulations promulgated thereunder, to the end of the term for which the Patent Rights are granted by the applicable governmental authority, unless sooner terminated as hereinafter provided (the “Term”). JOHNS HOPKINS
reserves the non-transferable royalty-free right to practice the subject matter of any claim within the Patent Rights for its own internal purposes. If Dr. Chandrasegaran leaves JOHNS HOPKINS, he shall have the non-transferable, royalty-free
right to practice any claim within the Patent Rights for his own academic purposes. 
 2.2 In order to establish a period of exclusivity for LICENSEE, JOHNS
HOPKINS hereby agrees that it shall not grant any other license to make, have made, use, lease or sell Licensed Products or to practice Licensed Processes except for its internal research activities during the period of time (the “Exclusive
Period”) commencing with the Effective Date of this Agreement and terminating with expiration of the last-to-expire patent licensed under this Agreement, unless converted earlier to a nonexclusive license pursuant to Paragraph 4.4 hereof
or pursuant to a requirement by the United States Government in accordance with 35USC200-211. 
 2.3 [NOTE: As amended in Amendment No. 4 to the
JHU Agreement.] LICENSEE shall have the right to sublicense all or any part of this license. With respect to each sublicense in the Research Reagent Field granted by it under this Agreement, LICENSEE shall do the following: 
  

	 	(a)	incorporate the language of Article II (other than Paragraph 2.4), Article X, and Paragraph 15.4 into each sublicense agreement (but in each case solely to the extent such language
is applicable to the rights granted in such sublicense agreement), so that these Articles shall be binding upon the applicable sublicensee as if it were a party to this Agreement; 

  

	 	(b)	include in each such sublicense agreement, language that is reasonably sufficient to enable LICENSEE to comply with its obligations under Paragraphs 2.4, 5.1, and 5.2 and Articles
IX, XIII, and XV (other than Paragraph 15.4); and 

  

	 	(c)	obtain an indemnity from the applicable sublicensee in favor of LICENSEE that is substantially similar in scope of the indemnity set forth in Article VIII and that includes JOHNS
HOPKINS as an indemnified party on the same terms as LICENSEE. 








 With respect to each sublicense in any field other than the Research Reagent Field granted by it under this Agreement,
LICENSEE agrees that such sublicense shall provide that the obligations to JOHNS HOPKINS of Articles II, VIII, IX, X, XIII, XV and Paragraphs 5.1 and 5.2 of this Agreement shall be binding upon such sublicensee as if such sublicensee was a
party to this Agreement. LICENSEE further agrees to attach copies of these Articles to such sublicense agreement and to incorporate these by reference in such sublicense agreement. 
 2.4 [NOTE: Intentionally omitted.] 
 2.5 Subject to Sections 2.6, 2.7 and 15.7 below, the license granted
hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology not specifically set forth in Appendix A, Appendix B, Appendix C, and Appendix D hereof. 

2.6 JOHNS HOPKINS hereby also grants to LICENSEE a right of first negotiation at then commercially reasonable terms, to obtain an exclusive license to any Inventions,
as previously defined, developed during the term of this Agreement and any extension thereof and pursuant to any Research Agreement between the parties hereto (Appendix D). JOHNS HOPKINS shall promptly give LICENSEE written notice of any such
Inventions, as defined, and LICENSEE shall have one hundred and twenty (120) days from the date of receipt of such notice to give JOHNS HOPKINS written notice of its intent to exercise such option and complete negotiations. JOHNS HOPKINS shall
not negotiate with any third party regarding these Inventions during the period of LICENSEE’S right to negotiate. During the term of this Agreement and any extension thereof, Dr. Chandrasegaran shall be free to pursue any scientific
investigations of his choice through collaboration with colleagues. Should any such collaboration involve a Licensed Product or Licensed Process, JOHNS HOPKINS will take the initiative of promptly communicating with these colleagues for the purpose
of using its reasonable best efforts to have such colleagues agree to be bound by the terms of this Agreement with regard to Licensed Products and Licensed Processes. 
 2.7 Appendix B attached hereto contains ideas conceived by Dr. Chandrasegaran for developing laboratory reagents, diagnostics, and pharmaceuticals relating to chimeric restriction endonucleases.
Dr. Chandrasegaran shall give written notice of any Invention resulting under the Advanced Technology Program within sixty (60) days of the completion of the funding of such program. Any Invention resulting in whole or in part from said
ideas which are made pursuant to an award under the Advanced Technology Program where a grant application was filed on March 29, 1995 (Appendix C) shall be assigned to LICENSEE pursuant to Section 15.7 below and
Dr. Chandrasegaran will be named as sole inventor unless another individual makes a creative input to said Invention. LICENSEE shall have the first right of negotiation, under then commercially reasonable terms, to obtain an exclusive,
royalty-bearing license under any Invention resulting from said ideas in Appendix B made by Dr. Chandrasegaran with funding from a source other than the Advanced Technology Program grant. 
 2.8 [NOTE: As amended in Amendment No. 4 to the JHU Agreement.] Each of LICENSEE’S sublicensee(s) shall have the right to grant further sublicenses
of the sublicense to the Patent Rights granted to it by LICENSEE, within the scope of such sublicense. Such further sublicenses shall include the provisions set forth in Paragraph 2.3 of this Agreement that were included in the sublicense agreement
between LICENSEE and sublicensee and such provisions shall be binding on such further sublicensee as if such further sublicensee were a party to this 
 Agreement. LICENSEE shall forward a copy of all further sublicense agreements granted by its sublicense(s) within thirty (30) days of LICENSEE’s receipt of a copy thereof. 
  

 32. 








 ARTICLE X - NON-USE OF NAMES 
 LICENSEE shall not use the name of JOHNS HOPKINS, nor any of its employees, or any adaptation thereof, in any advertising, promotional or sales literature without prior written consent obtained from JOHNS HOPKINS in
each case, except that LICENSEE may state that it is licensed by JOHNS HOPKINS under one or more of the patents and/or applications comprising the Patent Rights. 
 PARAGRAPH 13.6 
 13.6 [NOTE: As amended in Amendment No. 4 to the JHU Agreement.] Upon termination
of this Agreement for any reason during the Exclusive Period, any sublicensee not then in default shall have the right to seek a license from JOHNS HOPKINS under the same terms and conditions as set forth hereunder. In addition, in the event that
JOHNS HOPKINS terminates this Agreement pursuant to Paragraph 13.1, 13.2, or 13.3, each sublicense granted by LICENSEE which complies with the sublicense requirements of Paragraph 2.3, is in full force and effect and not then in default, will
survive such termination of this Agreement and such sublicensee shall become a direct licensee of JOHNS HOPKINS, provided that (a) JHU’s obligations to such sublicensee are no greater than JHU’s obligations to LICENSEE under this
Agreement, (b) the scope of such sublicensee’s rights with respect to the Patent Rights shall remain unchanged and such sublicensee shall be subject to all other non-financial terms and conditions in this Agreement that apply to such scope
of rights, (c) all further sublicenses granted by such sublicensee prior to termination of this Agreement shall also survive such termination, (d) such sublicensee (or if there are at such time more than one such sublicensees, such
sublicensees severally and jointly) shall be required to make any minimum annual royalty payments due pursuant to Paragraph 4.4 and (e) such sublicensee shall be required to make any other monetary payment(s) that, had this Agreement not been
terminated, LICENSEE would have been required to make under this Agreement as a result of the activities of such sublicensee. Each such sublicensee shall be an intended third-party beneficiary of the preceding sentence. LICENSEE shall notify JOHNS
HOPKINS of each non-defaulted sublicense in existence at the time of termination by JOHNS HOPKINS pursuant to Paragraph 13.1, 13.2, or 13.3. 
 PARAGRAPH 15.4 
 15.4 LICENSEE agrees to mark the Licensed Products sold in the United States with all applicable United States patent
numbers. All Licensed Products shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and practice of the country of manufacture or sale. 
  

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 Copy of Selected Provisions from the MIT Agreement 
 2 - GRANT 
 2.1 M.I.T. hereby grants
to LICENSEE the right and license in the TERRITORY to practice under the PATENT RIGHTS and, to the extent not prohibited by other patents, to make, have made, use, lease, sell and import LICENSED PRODUCTS and to practice the LICENSED PROCESSES,
until the expiration of the last to expire of the PATENT RIGHTS, unless this Agreement shall be sooner terminated according to the terms hereof. 
 2.2 LICENSEE agrees that LICENSED PRODUCTS leased or sold in the United States shall be manufactured substantially in the United States. 
 2.3 In order to establish exclusivity in the FIELDS OF USE for LICENSEE, M.I.T. hereby agrees that it shall not grant any other license to make, have made, use, lease, sell and import LICENSED PRODUCTS or to utilize LICENSED PROCESSES
subject to the royalty-free, nonexclusive license rights of the United States Government per FAR 52.227-11, in the TERRITORY for the FIELDS OF USE. 
 2.4 [NOTE: As amended in the First Amendment to the MIT Agreement.] LICENSEE and M.I.T. agree that neither party shall assert the Patent Rights against not-for-profit institutions in their conduct of
research, provided, however, that if a not-for-profit institution practices under the Patent Rights to conduct high throughput drug screening on behalf of a commercial entity, then the Patent Rights may be asserted against that institution.

 2.5 M.I.T. reserves the right to practice under the PATENT RIGHTS and to allow third parties to practice under the PATENT RIGHTS in all
fields of use for noncommercial research purposes. 
 2.6 LICENSEE shall have the right to enter into sublicensing agreements for the rights,
privileges and licenses granted hereunder only in the FIELDS OF USE. Upon any termination of this Agreement, sublicensees’ rights shall also terminate, subject to Paragraph 13.6 hereof. 
 2.7 [NOTE: As amended in the Eighth Amendment to the MIT Agreement.] With respect to each sublicense agreement [in the Reagent Field],
LICENSEE agrees to do the following: 
 (a) incorporate the language of Article 2 (other than Paragraph 2.8),
Article 9, Article 10, and Paragraph 15.4 into each sublicense agreement (but in each case solely to the extent such language is applicable to the rights granted in such sublicense agreement), so that these Articles shall be binding
upon the applicable sublicensee as if they were a party to this Agreement; 
 (b) include in each such sublicense agreement
language that is reasonably sufficient to enable LICENSEE to comply with its obligations under Paragraph 2.8 and Articles 5, 7, 12, 13 and 15 (other than Paragraph 15.4); 
 (c) use commercially reasonable effort to obtain a indemnity from the applicable sublicensee in favor of LICENSEE that is substantially
similar in scope of the indemnity set forth in Article 8, and include M.I.T. as an indemnified party under any such indemnity on the same terms as LICENSEE. 
 2.8 [NOTE: Intentionally omitted.] 
  

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 2.9 Nothing in this Agreement shall be construed to confer any rights upon LICENSEE by implication,
estoppel or otherwise as to any technology or patent rights of M.I.T. or any other entity other than the PATENT RIGHTS, regardless of whether such patent rights shall be dominant or subordinate to any PATENT RIGHTS. 
 PARAGRAPH 4.1(b) 
 4.1 [NOTE: As
amended in the Fifth Amendment to the MIT Agreement.] For the rights, privileges and license granted hereunder, LICENSEE shall pay royalties to M.I.T. in the manner hereinafter provided to the end of the term of the PATENT RIGHTS or until
this Agreement shall be terminated: 
 b. License Maintenance Fees of (i) [***] per year on January 1, 2002 and each
January 1 thereafter until the January 1 following the issuance of the first protein DNA claims and; (ii) [***] per year beginning the January 1 following the issuance of the first of the protein-DNA claims and every
January 1 thereafter; provided, however, License Maintenance Frees may be credited to Running Royalties subsequently due on NET SALES for each said year, if any. License Maintenance Fees paid in excess of Running Royalties shall not be
creditable to Running Royalties for future years. 
 9 - EXPORT CONTROLS 
 LICENSEE acknowledges that it is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory
prototypes and other commodities (including the Arms Export Control Act, as amended and the United States Department of Commerce Export Administration Regulations). The transfer of such items may require a license from the cognizant agency of the
United States Government and/or written assurances by LICENSEE that LICENSEE shall not export data or commodities to certain foreign countries without prior approval of such agency. M.I.T. neither represents that a license shall not be required nor
that, if required, it shall be issued. 
 10 - NON-USE OF NAMES 
 LICENSEE shall not use the names or trademarks of the Massachusetts Institute of Technology or Lincoln Laboratory, nor any adaptation thereof, nor the
names of any of their employees, in any advertising, promotional or sales literature without prior written consent obtained from M.I.T., or said employee, in each case, except that LICENSEE may state that it is licensed by M.I.T. under one or more
of the patents and/or applications comprising the PATENT RIGHTS. 
 PARAGRAPH 13.6 
 13.6 [NOTE: As amended in the Eighth Amendment to the MIT Agreement.] Upon termination of this Agreement for any reason, any sublicensee not
then in default shall have the right to seek a license from M.I.T. M.I.T. agrees to negotiate such licenses in good faith under reasonable terms and conditions. In addition, in the event that M.I.T. terminates this Agreement pursuant to
Paragraph 13.1, 13.2, or 13.3, each sublicense granted by LICENSEE to a sublicensee not then in default will survive such termination (as a direct license from M.I.T.), provided that such direct license shall be subject to the same
non-financial terms and conditions as those in this Agreement and such sublicensee (or if there is at such time more than one such sublicensee, such sublicensees severally and jointly) shall be required to make any annual fees due pursuant to
Paragraph 4.1(b) and each such sublicensee shall be required to make any monetary payment(s) that, had this Agreement not been terminated, LICENSEE would have been required to make under this Agreement as a result of the activities of such
sublicensee. Each such sublicensee shall be an intended third-party beneficiary of the preceding sentence. 
 *** CONFIDENTIAL
PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION 
  

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 Copy of Selected Provisions from the Utah Agreement 
 4.3 For each SUBLICENSE granted by LICENSEE under the terms of this AGREEMENT, LICENSEE shall pay to LICENSOR (i) a sublicense fee of twenty thousand dollars
($20,000) within thirty (30) days of execution of each sublicense and (ii) an annual sublicense fee of ten thousand dollars ($10,000) for each year (excluding the first year) that such sublicense is in effect, payable within thirty
(30) days of each anniversary of the effective date of such sublicense agreement. 
 6.2 As consideration for the license under this AGREEMENT, LICENSEE
shall pay to LICENSOR an annual maintenance fee of twenty thousand dollars ($20,000) on or before each anniversary of the EFFECTIVE DATE of this AGREEMENT. 
 13.1 If LICENSEE should: (a) fail to deliver to LICENSOR any statement or report required hereunder when due (except where such payment is being contested in good faith); (b) fail to make any payment at the time that the same
should be due; (c) violate or fail to perform any covenant, condition, or undertaking of the AGREEMENT to be performed by it hereunder; or (d) file a bankruptcy action, or have a bankruptcy action against it (which action remains
undismissed for a period of sixty (60) days), or become insolvent; enter into a composition with creditors or have a receiver appointed for it; then LICENSOR may give written notice of such default, and its intent to terminate this AGREEMENT,
to LICENSEE. If LICENSEE should fail to cure such default within thirty (30) days of such notice, the rights, privileges, and license granted hereunder shall automatically terminate; provided, however, that the cure period may be extended by
sixty (60) days if LICENSEE conveys a written statement of its intent and plan to cure such default, and such plan is accepted by the LICENSOR, within thirty (30) days of the automatic termination date. 
 13.2 If LICENSEE shall cease to carry on its business with respect to the rights granted in this AGREEMENT, this AGREEMENT shall terminate upon thirty (30) days
written notice by LICENSOR. 
 13.4 [NOTE: As amended in the (first) Amendment (dated February 22, 2007) to the Utah Agreement.]
Notwithstanding anything to the contrary in this AGREEMENT, in the event that LICENSOR terminates this AGREEMENT pursuant to Section 13.1 or 13.2, each sublicense granted by LICENSEE to a SUBLICENSEE then in good standing under the terms of its
sublicense agreement will survive such termination (as a direct license from LICENSOR), provided that (a) such direct license shall be subject to the same non-financial terms and conditions as those in this AGREEMENT, and LICENSOR shall not
have any obligations to such SUBLICENSEE other than LICENSOR’s obligations to LICENSEE as set forth herein; (b) such SUBLICENSEE (or if there is at such time more than one such SUBLICENSEE, such SUBLICENSEES severally and jointly) shall be
required to make any annual maintenance payments due pursuant to Section 6.2; and (c) each such SUBLICENSEE shall be required to make any monetary payment(s) that, had this AGREEMENT not been terminated, LICENSEE would have been required
to make under this AGREEMENT as a result of the license to, or activities of, such SUBLICENSEE, including without limitation the annual sublicensee fees due pursuant to Section 4.3(ii) with respect to such SUBLICENSEE (which for clarity shall
continue notwithstanding the conversion of such SUBLICENSEE’s sublicense to a direct license from LICENSOR). Each such SUBLICENSEE shall be an intended third-party beneficiary of this Section 13.4. 
  

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 EXHIBIT E 
 PRESS RELEASE 
 SANGAMO BIOSCIENCES ANNOUNCE LICENSE AGREEMENT WITH PFIZER FOR ZINC FINGER
NUCLEASES FOR PROTEIN PRODUCTION 
 License Permits Use of ZFN Reagents to Knock-out Gene in Protein Production Cells 

Richmond, Calif., December 22, 2008 –Sangamo BioSciences, Inc. (NASDAQ: SGMO), the leading developer of zinc finger DNA binding proteins (ZFPs),
today announced an agreement to provide Pfizer Inc (NYSE: PFE) with a worldwide, non-exclusive license for the use of certain ZFP Nuclease (ZFNs) reagents to permanently eliminate the Glutamine Synthetase (GS) gene in Chinese Hamster Ovary (CHO)
cell lines and for the use of these ZFN-modified cells for clinical and commercial production of therapeutic proteins. Under the terms of the agreement Sangamo will receive an upfront payment of $3.0 million from Pfizer for a fully paid license.

 “Pfizer was an early adopter of Sangamo’s ZFN technology for CHO cell engineering,” said Edward Lanphier, Sangamo’s president and CEO.
“Our colleagues at Pfizer have made fundamental contributions to establish the breadth and utility of ZFNs in cell line engineering. We are very pleased to establish this non-exclusive, commercial protein production license providing Pfizer
with the right to use ZFNs to eliminate the GS gene in CHO cells, a widely used selection marker for the generation of cell lines used for the production of recombinant protein pharmaceuticals and monoclonal antibodies. Based upon our ability to
design ZFNs to any gene, we believe that this is one of many future agreements we may establish, applying our ZFN technology in the commercial production of protein-based pharmaceuticals.” 
 “We are very pleased to enter into this commercial protein production license agreement with Sangamo. Together we’ve used ZFNs to generate specific GS
knockouts in CHO cells to streamline the creation of mAb production cell lines,” said David Brunner, Vice President, Bioprocess Research & Development, Pfizer Global Biologics. “We have generated significant research and process
development data following application of the ZFN platform technology. ZFNs can be used to eliminate genes and potentially improve culture performance or the characteristics of therapeutic proteins being manufactured.” 
 “Prior to the development of ZFN technology, methods for gene disruption were limited by their efficiency, time to completion, and the potential for confounding,
off-target effects,” said Philip Gregory, D.Phil., Sangamo’s Vice President for Research. “The power and broad applicability of our ZFN technology in the engineering of living cells have been demonstrated in multiple publications in
high-impact, peer-reviewed journals. Earlier this year we published work describing a rapid, single-step approach to targeted gene knockout in mammalian cells using ZFNs (PNAS, USA 2008, vol:105, pp 5809-5814). We have demonstrated that we can
achieve a permanent, heritable elimination of a gene giving a true knockout of that gene in a cell and all of its progeny. Our ZFN process is simple, rapid and highly specific and does not require marker genes or the permanent insertion of foreign
DNA. Moreover, this is not limited to a single gene in a cell; our ZFNs can be used to generate a cell line in which multiple genes are selectively and specifically eliminated. We have been working with scientists at Pfizer to establish that this
process is compatible with suspension growth in serum-free and animal component-free synthetic media which is an important consideration in human therapeutic protein manufacturing. Our work also confirms that ZFNs are highly-specific; we have not
observed any negative impact on cell growth, protein production yield or product characteristics.” 







 Terms of the Agreement 
 Under this agreement, Sangamo will provide a worldwide, fully paid, perpetual, royalty free, non-exclusive, license for the use of certain ZFN reagents for the elimination of the GS gene in Pfizer’s CHO cell lines and to use such
ZFN-modified CHO cells for clinical and commercial production of therapeutic protein products. Sangamo will receive an upfront payment of $3.0 million from Pfizer which constitutes full and complete payment for the license. The license may not be
sublicensed although Pfizer may transfer any GS ZFN-modified CHO cell line to a contract manufacturer solely for such contract manufacturer to manufacture Pfizer’s therapeutic proteins for Pfizer. 
 About Sangamo BioSciences, Inc. 
 Sangamo BioSciences, Inc. is focused on the research and development of novel DNA-binding proteins for therapeutic gene regulation and modification. The most advanced ZFP TherapeuticTM development program is currently in Phase 2 clinical trials for evaluation of safety and clinical effect in patients with diabetic neuropathy and ALS. Other therapeutic development
programs are focused on HIV/AIDS, neuropathic pain, cancer, nerve regeneration and monogenic diseases. Sangamo’s core competencies enable the engineering of a class of DNA-binding proteins known as zinc finger DNA-binding proteins (ZFPs). By
engineering ZFPs that recognize a specific DNA sequence Sangamo has created ZFP transcription factors (ZFP TFTM) that can control gene expression
and, consequently, cell function. Sangamo is also developing sequence-specific ZFP Nucleases (ZFNTM) for therapeutic gene modification as a
treatment for a variety of monogenic diseases, such as X-linked SCID and hemophilia, and for infectious diseases, such as HIV. Sangamo has established strategic partnerships with companies outside of the human therapeutic space including Dow
AgroSciences, Sigma-Aldrich Corporation and several companies applying its ZFP technology to enhance the production of protein pharmaceuticals. For more information about Sangamo, visit the company’s web site at http://www.sangamo.com/.

 This press release may contain forward-looking statements based on Pfizer’s and Sangamo’s current expectations. These forward-looking
statements include, without limitation, references to the payment of fees under the license agreement. Actual results may differ materially from these forward-looking statements due to a number of factors, including technological challenges,
Sangamo’s ability to develop commercially viable products and technological developments by our competitors. See the company’s SEC filings, and in particular, the risk factors described in the company’s Annual Report on Form 10-K and
its most recent Quarterly Report on Form 10-Q. Sangamo assumes no obligation to update the forward-looking information contained in this press release. 
 Contact 
 Sangamo BioSciences, Inc. 
 Elizabeth Wolffe, Ph.D. 
 510-970-6000, x271 
 ewolffe@sangamo.com 
  

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