Seventh Amendment to Patent License Agreement



 Exhibit 10.20 
 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. 
 SEVENTH AMENDMENT TO PATENT LICENSE AGREEMENT 
 THIS SEVENTH AMENDMENT
TO PATENT LICENSE AGREEMENT (the “Amendment”) is made and entered into effective as of October 27, 2006 (the “Amendment Effective Date”), by and between Massachusetts Institute of Technology, a
Massachusetts corporation (“M.I.T.”), and Sangamo BioSciences, Inc., a Delaware corporation (“Sangamo”) having principal offices at 501 Canal Blvd, Suite A100, Richmond, CA 94804. 
 M.I.T. and Sangamo hereby agree to amend that certain Patent License Agreement, dated May 9, 1996, as previously amended (the
“Agreement”) as follows: 
 1. Definitions. All defined terms used and not otherwise defined in this Amendment have the
meanings ascribed to such terms in the Agreement. For the purpose of this Amendment, the following terms, when capitalized, have the following meanings: 
 (a) “Downstream Product” means any product discovered or developed by a Sublicensee through the use solely in the Reagent Field of Licensed Product(s) or Licensed Process(es) for which no
payment was made by Sangamo pursuant to Section 3(a) or 3(b). 
 (b) “Reagent Field” means the use of zinc
finger proteins as non-therapeutic reagents to modify the genome or nucleic acid or protein expression of a cell. The Reagents Field shall exclude the Agricultural Field. 
 (c) “Reagent Product” means (i) any Licensed Product in the Reagent Field or (ii) any Licensed Process in the Reagent Field. 
 (d) “Reagent Sublicense Income” means (i) any running royalty received by Sangamo from a Sublicensee based on such
Sublicensee’s sales of a Downstream Product and (ii) any milestone payments received by Sangamo from a Sublicensee as result of such Sublicensee achieving development or commercialization milestones, in each case with respect to a
Downstream Product. For clarity, Reagent Sublicense Income shall not include any upfront payments or research funding received by Sangamo, any payments for Sangamo equity, or payments received by Sangamo as result of the achievement of technical
milestones with respect to a Reagent Product. 
 2. Field. For clarity, the Fields of Use shall include the Reagent Field. 
 3. Financial Terms. Notwithstanding the terms and conditions of the Agreement (including without limitation Article 4 thereof), Sangamo’s sole
financial obligation to M.I.T. with respect to (x) the grant of sublicenses under the Patent Rights in the Reagent Field to Sublicensees and (y) the exploitation of the Patent Rights in the Reagent Field by Sangamo and/or Sublicensees,
including the development and commercialization of Reagent Products and the development and commercialization of Downstream Products, shall be as follows: 







 (a) Sangamo shall pay M.I.T. [***] percent ([***]%) of Net Sales of
Reagent Products sold directly by Sangamo (which Net Sales shall be based solely on Sangamo’s billings). 
 (b)
Sangamo shall pay M.I.T. [***] percent ([***]%) of any amounts received by Sangamo as a result of the sale of Reagent Products by a third party. 
 (c) Sangamo shall pay M.I.T. [***] percent ([***]%) of all Reagent Sublicense Income received by Sangamo from Sublicensees. Such payments shall be due sixty (60) days after the
end of the quarter in which Sangamo receives such Reagent Sublicense Income and shall accompany the report contemplated by Section 5.2 of the Agreement. 
 4. Miscellaneous. This Amendment amends the terms of Agreement as expressly provided above, and the Agreement, as so amended and including all of its other terms and provisions that are not
amended, remains in full force and effect. This Amendment may be executed in counterparts and by facsimile. 
  

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 *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION 








 IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to Patent
License Agreement to be executed by their duly authorized representatives as of the date first above written. 
  

			
	MASSACHUSETTS INSTITUTE OF TECHNOLOGY
		
	By:	 	 /s/ Lita Nelsen

		
	Name:	 	 Lita L. Nelsen

		
	Title:	 	 Director, Technology Licensing Office

	
	SANGAMO BIOSCIENCES, INC.
		
	By:	 	 /s/ Edward Lanphier

		
	Name:	 	 Edward Lanphier

		
	Title:	 	 President & CEO


  

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