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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2011

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from 
to

Commission file number 000-30171





SANGAMO
BIOSCIENCES, INC.

(exact name of registrant as specified in its charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 68-0359556                       
|(State or other jurisdiction of
incorporation or organization) |  | (IRS Employer Identification No.)

501 Canal Blvd

Richmond, California 94804

(Address of principal executive offices)

(510) 970-6000

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                 |  |                           |  |  
|----------------------- |  | ----------------------------------------------- |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                               |  | Accelerated filer         |  | x
|                        |  |                                                 | 
|Non-accelerated filer   |  |  ̈ (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

As of April 29, 2011, 52,318,608 shares of the issuers common stock, par value $0.01 per share, were outstanding.









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INDEX

SANGAMO BIOSCIENCES, INC.



|                              |  |                                                                                                    |    |  |    | 
|----------------------------- |  | -------------------------------------------------------------------------------------------------- | -- |  | -- | 
|PART I. FINANCIAL INFORMATION |  |                                                                                                    | 3  | 
|                              |  |                                                                                                   
|Item 1.                       |  | Financial Statements (Unaudited)                                                                   |    |  | 3  | 
|                              |  | Condensed Consolidated Balance Sheets at March 31, 2011 and December 31, 2010                      |    |  | 3  | 
|                              |  | Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010 |    |  | 4  | 
|                              |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 |    |  | 5  | 
|                              |  | Notes to Condensed Consolidated Financial Statements                                               |    |  | 6  | 
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations              |    |  | 13 | 
|Item 3.                       |  | Quantitative and Qualitative Disclosures about Market Risk                                         |    |  | 17 | 
|Item 4.                       |  | Controls and Procedures                                                                            |    |  | 18 | 
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                    | 18 | 
|                              |  |                                                                                                   
|Item 1.                       |  | Legal Proceedings                                                                                  |    |  | 18 | 
|Item 1A                       |  | Risk Factors                                                                                       |    |  | 18 | 
|Item 6.                       |  | Exhibits                                                                                           |    |  | 30 | 
|                              | 
|SIGNATURES                    |  |                                                                                                    | 31 | 
|                              | 
|CERTIFICATIONS                |  |                                                                                                    |    | 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements contained in this report are forward-looking with respect to our operations, research, development and commercialization
activities, clinical trials, operating results and financial condition. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from
any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:



| |  |  | our strategy;
| | - |  | -------------



| |  |  | product development and commercialization of our products;
| | - |  | ----------------------------------------------------------



| |  |  | clinical trials;
| | - |  | ----------------



| |  |  | partnering;
| | - |  | -----------



| |  |  | revenues from existing and new collaborations;
| | - |  | ----------------------------------------------



| |  |  | our research and development and other expenses;
| | - |  | ------------------------------------------------



| |  |  | sufficiency of our cash resources;
| | - |  | ----------------------------------



| |  |  | our operational and legal risks; and
| | - |  | ------------------------------------



| |  |  | our plans, objectives, expectations and intentions and any other statements that are not historical facts.
| | - |  | ----------------------------------------------------------------------------------------------------------

In some cases, you can identify forward-looking statements by terms such as: anticipates, believes,
continues, could, estimates, expects, intends, may, plans, seeks, should and will. These statements reflect our current views
with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Many of these risks are discussed in
greater detail under the headings Risk Factors and Managements Discussion and Analysis of Financial Results of Operations in this Form 10-Q. Sangamo undertakes no obligation to publicly release any revisions to
forward-looking statements to reflect events or circumstances arising after the date of this report. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on
Form 10-Q.

ZFP Therapeutic® is a registered trademark of Sangamo BioSciences, Inc.



2



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PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

SANGAMO BIOSCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In
thousands, except share and per share amounts)



|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                                           |  | March 31,2011 |          |   | December 31,2010 |  
|                                                                                                                                                                           |  | (unaudited)   |          |   |                  |  
|Assets                                                                                                                                                                     |  |               |          |   |                  |   |          |  
|Current assets:                                                                                                                                                            |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                                  |  | $             | 6,879    |   |                  | $ | 10,784   |  
|Marketable securities                                                                                                                                                      |  |               | 38,875   |   |                  |   | 49,501   |  
|Interest receivable                                                                                                                                                        |  |               | 392      |   |                  |   | 337      |  
|Accounts receivable                                                                                                                                                        |  |               | 1,470    |   |                  |   | 366      |  
|Prepaid expenses                                                                                                                                                           |  |               | 278      |   |                  |   | 326      |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Total current assets                                                                                                                                                       |  |               | 47,894   |   |                  |   | 61,314   |  
|Marketable securities, non-current                                                                                                                                         |  |               | 3,011    |   |                  |   |         |  
|Property and equipment, net                                                                                                                                                |  |               | 1,620    |   |                  |   | 1,673    |  
|Other assets                                                                                                                                                               |  |               | 12       |   |                  |   | 12       |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Total assets                                                                                                                                                               |  | $             | 52,537   |   |                  | $ | 62,999   |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|                                                                                                                                                                           |  |              
|Liabilities and stockholders equity                                                                                                                                       |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                                       |  |               |          |   |                  |   |          |  
|Accounts payable and accrued liabilities                                                                                                                                   |  | $             | 2,508    |   |                  | $ | 5,654    |  
|Accrued compensation and employee benefits                                                                                                                                 |  |               | 866      |   |                  |   | 1,357    |  
|Deferred revenues                                                                                                                                                          |  |               | 4        |   |                  |   | 81       |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                                  |  |               | 3,378    |   |                  |   | 7,092    |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Commitments and contingencies                                                                                                                                              |  |               |          |   |                  |   |          |  
|Stockholders equity:                                                                                                                                                      |  |               |          |   |                  |   |          |  
|Common stock, $0.01 par value; 80,000,000 shares authorized, 45,589,533 and 45,377,739 shares issued and outstanding at
March 31, 2011 and December 31, 2010, respectively |  |               | 456      |   |                  |   | 454      |  
|Additional paid-in capital                                                                                                                                                 |  |               | 275,762  |   |                  |   | 272,954  |  
|Accumulated deficit                                                                                                                                                        |  |               | (227,073 | ) |                  |   | (217,495 | )
|Accumulated other comprehensive income / (loss)                                                                                                                            |  |               | 14       |   |                  |   | (6       | )
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Total stockholders equity                                                                                                                                                 |  |               | 49,159   |   |                  |   | 55,907   |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  
|Total liabilities and stockholders equity                                                                                                                                 |  | $             | 52,537   |   |                  | $ | 62,999   |  
|                                                                                                                                                                           |  |               |          |   |                  |   |          |  

See accompanying notes.



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SANGAMO BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)



|                                                              |  |                             |        |   |      |   |        |  
|------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                              |  | Three months endedMarch 31, |       
|                                                              |  | 2011                        |        |   | 2010 |  
|Revenues:                                                     |  |                             |        |   |      |   |        |  
|Collaboration agreements                                      |  | $                           | 1,487  |   |      | $ | 6,199  |  
|Research grants                                               |  |                             | 713    |   |      |   | 449    |  
|                                                              |  |                             |        |   |      |   |        |  
|Total revenues                                                |  |                             | 2,200  |   |      |   | 6,648  |  
|Operating expenses:                                           |  |                             |        |   |      |   |        |  
|Research and development                                      |  |                             | 8,262  |   |      |   | 7,365  |  
|General and administrative                                    |  |                             | 3,539  |   |      |   | 3,286  |  
|                                                              |  |                             |        |   |      |   |        |  
|Total operating expenses                                      |  |                             | 11,801 |   |      |   | 10,651 |  
|                                                              |  |                             |        |   |      |   |        |  
|Loss from operations                                          |  |                             | (9,601 | ) |      |   | (4,003 | )
|Interest and other income, net                                |  |                             | 23     |   |      |   | 25     |  
|                                                              |  |                             |        |   |      |   |        |  
|Net loss                                                      |  | $                           | (9,578 | ) |      | $ | (3,978 | )
|                                                              |  |                             |        |   |      |   |        |  
|Basic and diluted net loss per share                          |  | $                           | (0.21  | ) |      | $ | (0.09  | )
|                                                              |  |                             |        |   |      |   |        |  
|Shares used in computing basic and diluted net loss per share |  |                             | 45,461 |   |      |   | 45,033 |  
|                                                              |  |                             |        |   |      |   |        |  

See accompanying notes.



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SANGAMO BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                            |  |                             |         |   |      |   |         |  
|--------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                            |  | Three months endedMarch 31, |        
|                                                                            |  | 2011                        |         |   | 2010 |  
|Operating Activities:                                                       |  |                             |         |   |      |   |         |  
|Net loss                                                                    |  | $                           | (9,578  | ) |      | $ | (3,978  | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                             |         |   |      |   |         |  
|Depreciation and amortization                                               |  |                             | 162     |   |      |   | 161     |  
|Amortization of premium / discount on marketable securities                 |  |                             | 320     |   |      |   | 355     |  
|Stock-based compensation                                                    |  |                             | 1,963   |   |      |   | 1,911   |  
|Changes in operating assets and liabilities:                                |  |                             |         |   |      |   |         |  
|Interest receivable                                                         |  |                             | (55     | ) |      |   | (100    | )
|Accounts receivable                                                         |  |                             | (1,104  | ) |      |   | (74     | )
|Prepaid expenses and other assets                                           |  |                             | 48      |   |      |   | 81      |  
|Accounts payable and accrued liabilities                                    |  |                             | (3,146  | ) |      |   | (432    | )
|Accrued compensation and employee benefits                                  |  |                             | (491    | ) |      |   | (598    | )
|Deferred revenues                                                           |  |                             | (77     | ) |      |   | (5,286  | )
|                                                                            |  |                             |         |   |      |   |         |  
|Net cash used in operating activities                                       |  |                             | (11,958 | ) |      |   | (7,960  | )
|                                                                            |  |                             |         |   |      |   |         |  
|Investing Activities:                                                       |  |                             |         |   |      |   |         |  
|Purchases of investments                                                    |  |                             | (15,122 | ) |      |   | (23,026 | )
|Maturities of investments                                                   |  |                             | 22,438  |   |      |   | 22,099  |  
|Purchases of property and equipment                                         |  |                             | (110    | ) |      |   | (384    | )
|                                                                            |  |                             |         |   |      |   |         |  
|Net cash provided by / (used in) investing activities                       |  |                             | 7,206   |   |      |   | (1,311  | )
|                                                                            |  |                             |         |   |      |   |         |  
|Financing Activities:                                                       |  |                             |         |   |      |   |         |  
|Proceeds from issuance of common stock                                      |  |                             | 847     |   |      |   | 316     |  
|                                                                            |  |                             |         |   |      |   |         |  
|Net cash provided by financing activities                                   |  |                             | 847     |   |      |   | 316     |  
|                                                                            |  |                             |         |   |      |   |         |  
|Net decrease in cash and cash equivalents                                   |  |                             | (3,905  | ) |      |   | (8,955  | )
|Cash and cash equivalents, beginning of period                              |  |                             | 10,784  |   |      |   | 21,159  |  
|                                                                            |  |                             |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                    |  | $                           | 6,879   |   |      | $ | 12,204  |  
|                                                                            |  |                             |         |   |      |   |         |  

See accompanying notes.



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SANGAMO BIOSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Sangamo Biosciences, Inc. (Sangamo or the Company) have been prepared in accordance with U.S. generally
accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results
for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. The condensed consolidated balance sheet data at December 31, 2010 were derived from
the audited consolidated financial statements included in Sangamos Form 10-K for the year ended December 31, 2010, as filed with the SEC. These financial statements should be read in conjunction with the financial statements and footnotes
thereto for the year ended December 31, 2010, included in Sangamos Form 10-K, as filed with the SEC.

Use of
Estimates and Classifications

The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. On an ongoing basis, management evaluates its estimates, including critical accounting policies
or estimates related to revenue recognition, clinical trial accruals, and stock-based compensation. Estimates are based on historical experience and on various other market specific and other relevant assumptions that the Company believes to be
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Recent Accounting Pronouncement

In October 2009, the Financial Accounting Standards Board (FASB)issued updated revenue recognition standards for arrangements with multiple elements. The revised guidance provides for
two significant changes to the existing multiple-element arrangements guidance. The first relates to the determination of when the individual deliverables included in a multiple-element arrangement may be treated as separate units of accounting.
This change is significant as it will likely result in the requirement to separate more deliverables within an arrangement, ultimately leading to less revenue deferral. The second change modifies the manner in which the transaction consideration is
allocated across the separately identifiable deliverables. These changes are likely to result in earlier recognition of revenue for multiple-element arrangements than under previous guidance. These new standards are effective for annual periods
ending after June 15, 2010 and are effective for the Company beginning in the first quarter of fiscal 2011. The new standards will likely impact new arrangements or modification of existing arrangements entered into beginning from the first
quarter of fiscal 2011. These standards will likely result in less revenue deferral. There were no significant new arrangements or modification of existing arrangements from the effective date through March 31, 2011. Accordingly, the new
standards did not have an impact on revenue recognition.

Subsequent Events

The Company has evaluated subsequent events through the time of filing this Quarterly Report on Form 10-Q. Detail of subsequent
events can be found in Note 8 to these unaudited consolidated financial statements.

NOTE 2 - INVESTMENTS AND FAIR VALUE MEASUREMENT

Investments

Sangamo classifies its marketable securities as available-for-sale and records its investments at fair value. Available-for-sale securities are carried at estimated fair value based on quoted market
prices, with the unrealized holding gains and losses included in accumulated other comprehensive income. Marketable securities which have maturities beyond one year as of the end of the reporting period are classified as non-current.

The Companys investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in
the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair
value has been less than the Companys cost basis, the financial condition and near-term prospects of the investee, and the Companys intent and ability to hold the investment for a period of time sufficient to allow for any anticipated
recovery in the market value.



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The table below summarizes the Companys available-for-sale securities (in thousands):



|                                                 |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|------------------------------------------------ |  | ------------- | ------ |  | -------------------- | - | -- | ----------------------- |  | - | ------------------- | - |  | - | ------ | 
|                                                 |  | AmortizedCost |        |  | GrossUnrealizedGains |   |    | GrossUnrealized(Losses) |  |   | EstimatedFair Value |  
|March 31, 2011                                   |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|Cash equivalents:                                |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|Money market funds                               |  | $             | 6,594  |  |                      | $ |   |                         |  | $ |                    |   |  | $ | 6,594  | 
|                                                 |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|Total                                            |  |               | 6,594  |  |                      |   |   |                         |  |   |                    |   |  |   | 6,594  | 
|                                                 |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|Marketable securities:                           |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|U.S. government sponsored entity debt securities |  |               | 28,253 |  |                      |   | 8  |                         |  |   |                    |   |  |   | 28,261 | 
|U.S. treasury debt securities                    |  |               | 7,614  |  |                      |   | 2  |                         |  |   |                    |   |  |   | 7,616  | 
|Corporate debt securities                        |  |               | 6,005  |  |                      |   | 4  |                         |  |   |                    |   |  |   | 6,009  | 
|                                                 |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|Total                                            |  |               | 41,873 |  |                      |   | 14 |                         |  |   |                    |   |  |   | 41,886 | 
|                                                 |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|Total cash equivalents and marketable securities |  | $             | 48,467 |  |                      | $ | 14 |                         |  | $ |                    |   |  | $ | 48,480 | 
|                                                 |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|December 31, 2010                                |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|Cash equivalents:                                |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|Money market funds                               |  | $             | 9,390  |  |                      | $ |   |                         |  | $ |                    |   |  | $ | 9,390  | 
|                                                 |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|Total                                            |  |               | 9,390  |  |                      |   |   |                         |  |   |                    |   |  |   | 9,390  | 
|                                                 |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|Marketable securities:                           |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|U.S. government sponsored entity debt securities |  |               | 42,141 |  |                      |   |   |                         |  |   | (6                  | ) |  |   | 42,135 | 
|U.S. treasury debt securities                    |  |               | 4,806  |  |                      |   | 1  |                         |  |   |                    |   |  |   | 4,807  | 
|Corporate debt securities                        |  |               | 2,560  |  |                      |   |   |                         |  |   | (1                  | ) |  |   | 2,559  | 
|                                                 |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|Total                                            |  |               | 49,507 |  |                      |   | 1  |                         |  |   | (7                  | ) |  |   | 49,501 | 
|                                                 |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 
|Total cash equivalents and marketable securities |  | $             | 58,897 |  |                      | $ | 1  |                         |  | $ | (7                  | ) |  | $ | 58,891 | 
|                                                 |  |               |        |  |                      |   |    |                         |  |   |                     |   |  |   |        | 

As of March 31, 2011, none of the available-for-sale securities held by the Company had material
unrealized losses and there were no realized losses for the three months ended March 31, 2011; therefore, the Company had no other-than-temporary impairments of available-for-sale securities as of March 31, 2011.



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The table below summarizes the Companys available-for-sale marketable securities by
contractual maturity (in thousands):



|                             |  |               |        |  |                     |   |        | 
|---------------------------- |  | ------------- | ------ |  | ------------------- | - | ------ | 
|                             |  | AmortizedCost |        |  | EstimatedFair Value |  
|March 31, 2011               |  |               |        |  |                     |   |        | 
|                             |  |              
|Mature in less than one year |  | $             | 38,862 |  |                     | $ | 38,875 | 
|Mature in one to two years   |  |               | 3,011  |  |                     |   | 3,011  | 
|                             |  |               |        |  |                     |   |        | 
|Total                        |  | $             | 41,873 |  |                     | $ | 41,886 | 
|                             |  |               |        |  |                     |   |        | 



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Fair Value Measurement

The Company measures certain financial assets at fair value on a recurring basis, including cash equivalents and available for sale
securities. The fair value of these assets was determined based on a three-tier hierarchy under the authoritative guidance for fair value measurements and disclosures that prioritizes the inputs used in measuring fair value as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs which are
observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3:
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).



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The fair value measurements of our cash equivalents and available-for-sale marketable
securities are identified at the following levels within the fair value hierarchy (in thousands):



|                                                 |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|------------------------------------------------ |  | ----------------------------------------- | ------ |  | ------- | - | ----- | ------- |  | - | ------- |  |  | - | - | 
|                                                 |  | March 31, 2011Fair 
Value Measurements    |       
|                                                 |  | Total                                     |        |  | Level 1 |   |       | Level 2 |  |   | Level 3 | 
|Assets:                                          |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|Cash equivalents:                                |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|Money market funds                               |  | $                                         | 6,594  |  |         | $ | 6,594 |         |  | $ |        |  |  | $ |  | 
|                                                 |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|Total                                            |  |                                           | 6,594  |  |         |   | 6,594 |         |  |   |        |  |  |   |  | 
|Marketable securities:                           |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|U.S. government sponsored entity debt securities |  |                                           | 28,261 |  |         |   |      |         |  |   | 28,261  |  |  |   |  | 
|U.S. treasury debt securities                    |  |                                           | 7,616  |  |         |   |      |         |  |   | 7,616   |  |  |   |  | 
|Corporate debt securities                        |  |                                           | 6,009  |  |         |   |      |         |  |   | 6,009   |  |  |   |  | 
|                                                 |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|Total                                            |  |                                           | 41,886 |  |         |   |      |         |  |   |        |  |  |   |  | 
|                                                 |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|Total cash equivalents and marketable securities |  | $                                         | 48,480 |  |         | $ | 6,594 |         |  | $ | 41,886  |  |  | $ |  | 
|                                                 |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|                                                 | 
|                                                 |  | December 31, 2010 Fair Value Measurements |       
|                                                 |  | Total                                     |        |  | Level 1 |   |       | Level 2 |  |   | Level 3 | 
|Assets:                                          |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|Cash equivalents:                                |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|Money market funds                               |  | $                                         | 9,390  |  |         | $ | 9,390 |         |  | $ |        |  |  | $ |  | 
|                                                 |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|Total                                            |  |                                           | 9,390  |  |         |   | 9,390 |         |  |   |        |  |  |   |  | 
|Marketable securities:                           |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|U.S. government sponsored entity debt securities |  |                                           | 42,135 |  |         |   |      |         |  |   | 42,135  |  |  |   |  | 
|U.S. treasury debt securities                    |  |                                           | 4,807  |  |         |   |      |         |  |   | 4,807   |  |  |   |  | 
|Corporate debt securities                        |  |                                           | 2,559  |  |         |   |      |         |  |   | 2,559   |  |  |   |  | 
|                                                 |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|Total                                            |  |                                           | 49,501 |  |         |   |      |         |  |   | 49,501  |  |  |   |  | 
|                                                 |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 
|Total cash equivalents and marketable securities |  | $                                         | 58,891 |  |         | $ | 9,390 |         |  | $ | 49,501  |  |  | $ |  | 
|                                                 |  |                                           |        |  |         |   |       |         |  |   |         |  |  |   |   | 

NOTE 3 - BASIC AND DILUTED NET LOSS PER SHARE

Basic net loss per share has been computed by dividing the net loss by the weighted-average number of shares of common stock outstanding
during the period. Diluted net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock and potential dilutive securities outstanding during the period.

Because Sangamo is in a net loss position, diluted net loss per share excludes the effects of common stock equivalents consisting of
options, which are all anti-dilutive. Had Sangamo been in a net income position, diluted earnings per share would have included the shares used in the computation of basic net loss per share as well as an additional 3,244,604 and 2,680,549 shares
for the three months ended March 31, 2011 and 2010, respectively, related to outstanding options.



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NOTE 4 - COMPREHENSIVE LOSS

Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on available-for-sale securities that are excluded
from net loss. Comprehensive loss and its components are as follows (in thousands):



|                                                                   |  |                             |        |   |      |   |        |  
|------------------------------------------------------------------ |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                   |  | Three months endedMarch 31, |       
|                                                                   |  | 2011                        |        |   | 2010 |  
|Net loss                                                           |  | $                           | (9,578 | ) |      | $ | (3,978 | )
|Changes in unrealized gain (loss) on available-for-sale securities |  |                             | 20     |   |      |   | (17    | )
|                                                                   |  |                             |        |   |      |   |        |  
|Comprehensive loss                                                 |  | $                           | (9,558 | ) |      | $ | (3,995 | )
|                                                                   |  |                             |        |   |      |   |        |  

NOTE 5 - MAJOR CUSTOMERS, PARTNERSHIPS AND STRATEGIC ALLIANCES

Collaboration Agreements

Agreement
with Sigma-Aldrich Corporation in Laboratory Research Reagents, Transgenic Animal and Commercial Protein Production Cell-line Engineering

In July 2007, Sangamo entered into a license agreement with Sigma-Aldrich Corporation (Sigma). Under the license agreement, Sangamo is providing Sigma with access to our proprietary ZFP technology and the
exclusive right to use the technology to develop and commercialize research reagents products and services in the research field, excluding certain agricultural research uses that Sangamo previously licensed to Dow AgroSciences LLC. Under the
agreement, Sangamo and Sigma agreed to conduct a three-year research program to develop laboratory research reagents using our ZFP technology during which time Sangamo agreed to assist Sigma in connection in its efforts to market and sell services
employing our technology in the research field. Sangamo has transferred the ZFP manufacturing technology to Sigma.

In October
2009, Sangamo expanded its license agreement with Sigma. In addition to the original terms of the license agreement, Sangamo provided Sigma with the exclusive rights to develop and distribute ZFP-modified cell lines for commercial production of
protein pharmaceuticals and certain ZFP-engineered transgenic animals for commercial applications. Under the terms of the agreement, Sigma made a total upfront payment of $20.0 million. There were two components to the $20.0 million Sangamo
received: an equity investment by Sigma in 636,133 shares of Sangamo common stock valued at $4.9 million and a $15.1 million upfront license fee. The upfront license fee was recognized on a straight-line basis from the effective date of the expanded
license through July 2010, which represents the period over which Sangamo was obligated to perform research services for Sigma. Sangamo is also eligible to receive commercial license fees of $5.0 million based upon a percentage of net sales and
sublicensing revenue and thereafter a royalty of 10.5% of net sales and sublicensing revenue. In addition, upon the achievement of certain cumulative commercial milestones Sigma will make milestone payments to Sangamo up to an aggregate of $25.0
million.

Revenues related to the Sigma agreement were $963,000 and $5.5 million during the three months ended March 31,
2011 and 2010, respectively, including royalty revenues of $963,000 and $220,000, respectively. Related costs and expenses incurred under the Sigma agreement were $142,000 and $491,000 for the three months ended March 31, 2011 and 2010,
respectively.

Agreement with Dow AgroSciences in Plant Agriculture

In October 2005, Sangamo entered into an exclusive commercial license with Dow AgroSciences LLC (DAS). Under this agreement, Sangamo is
providing DAS with access to our proprietary zinc finger DNA-binding protein (ZFP) technology and the exclusive right to use our ZFP technology to modify the genomes or alter the nucleic acid or protein expression of plant cells, plants, or plant
cell cultures. Sangamo has retained rights to use plants or plant-derived products to deliver ZFP TFs or ZFNs into human or animals for diagnostic, therapeutic, or prophylactic purposes. Our agreement with DAS provided for an initial three-year
research term. In June 2008, DAS exercised its option under the agreement to obtain a commercial license to sell products incorporating or derived from plant cells generated using our ZFP technology, including agricultural crops, industrial products
and plant-derived biopharmaceuticals. Furthermore, DAS has the right to sublicense our ZFP technology to third parties for use in plant cells, plants, or plant cell cultures, and Sangamo will be entitled to 25% of any cash consideration received by
DAS under such sublicenses.



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Sangamo agreed to supply DAS and its sublicensees with ZFP TFs and/or ZFNs for both research
and commercial use over the initial three year period of the agreement and have amended and extended this provision. In December 2010, Sangamo amended the agreement with DAS to extend the period of reagent manufacturing services through
December 31, 2011 and research services through December 31, 2012.

Revenues under the agreement were $511,000 and
$624,000 during the three months ended March 31, 2011 and 2010, respectively. Related costs and expenses incurred under the agreement were $200,000 and $569,000 during the three months ended March 31, 2011 and 2010, respectively.

Funding from Research Foundations

The Juvenile Diabetes Research Foundation International

In
October 2006, Sangamo announced an agreement with the Juvenile Diabetes Research Foundation International (JDRF) to provide financial support to one of our Phase 2 human clinical studies (SB-509-601) of SB-509, a ZFP Therapeutic that is in
development for the treatment of diabetic neuropathy. Under the agreement with JDRF and subject to its terms and conditions, including our achievement of certain milestones associated with the Phase 2 clinical trial (SB-509-601) of SB-509 for the
treatment of mild to moderate diabetic neuropathy, JDRF was obligated to pay us an aggregate amount of up to $3.0 million which was received in full through December 31, 2009. After the first commercial launch of SB-509 in a major market,
JDRF has the right to receive, subject to certain limitations, annual payments from Sangamo, until such time when the total amount paid to JDRF, including payments made on account of certain licensing arrangements, equals three times the amount
received by us from JDRF.

In January 2010, JDRF and Sangamo amended the agreement and, subject to its terms and conditions,
JDRF will provide additional funding of up to $3.0 million for a Phase 2b trial in diabetic neuropathy (SB-509-901) which is intended to partially fund expenses related to the trial. Under the amended agreement, Sangamo is obligated to use
commercially reasonable efforts to carry out the Phase 2b trial and, thereafter, to develop and commercialize a product containing SB-509 for the treatment of diabetes and complications of diabetes. Sangamo is obligated to cover all costs of the
Phase 2b trial that are not covered by JDRFs grant. If Sangamo fails to satisfy these obligations, JDRF may have the right, subject to certain limitations, to obtain an exclusive, sublicensable license, to the intellectual property generated
by us in the course of the Phase 2b trial, to make and commercialize products containing SB-509 for the treatment of diabetes and complications of diabetes. If JDRF obtains such a license, it is obligated to pay us a percentage of its revenues from
product sales and sublicensing arrangements. If JDRF fails to satisfy its obligations to develop and commercialize a product containing SB-509 under the agreement, then their license rights will terminate and Sangamo will receive a non-exclusive,
fully paid license, for any intellectual property developed during JDRFs use of the license, to research, develop and commercialize products containing SB-509 for the treatment of diabetes and complications of diabetes.

Revenues attributable to activities performed under the JDRF partnership were $0 and $375,000 during the three months ended
March 31, 2011 and 2010, respectively.

The Michael J. Fox Foundation for Parkinsons Research

In January 2007, Sangamo entered into an agreement with the Michael J. Fox Foundation for Parkinsons Research (MJFF) to provide
financial support of Sangamos ZFP TFs to activate the expression of glial cell line-derived neurotrophic factor (GDNF) that has shown promise in preclinical testing to slow or stop the progression of Parkinsons disease. Under the
agreement with MJFF, and subject to its terms and conditions, MJFF paid the Company $950,000, the total funds due under the agreement, over a period of two years. In June 2010, Sangamo received a commitment for renewed funding from MJFF to support
further studies of ZFP TF activators of GDNF. Subject to the terms and conditions of the agreement, the $895,000 award is being paid over a period of two years and is intended to substantially fund our research efforts related to the agreement.
Revenue will be recognized based on expenses incurred by Sangamo in conducting research activities set forth in the agreement.

Revenues attributable to research and development performed under the MJFF agreement were $303,000 and $0 during the three months ended
March 31, 2011, and 2010, respectively.

California Institute for Regenerative Medicine

In October 2009, the California Institute for Regenerative Medicine (CIRM), a State of California entity, granted a $14.5 million Disease
Team Research Award to develop an AIDS-related lymphoma therapy based on the application of ZFP nuclease (ZFN) gene-editing technology in stem cells. The four year grant supports an innovative research project conducted by a multidisciplinary team
of investigators, including investigators from the University of Southern California, City of Hope National Medical Center and Sangamo BioSciences. Sangamo expects to receive funding up to $5.2 million from the total amount awarded based on expenses
incurred for



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research and development efforts by Sangamo as prescribed in the agreement, and subject to its terms and conditions. The award is intended to substantially fund Sangamos research and
development efforts related to the agreement. The State of California has the right to receive, subject to the terms and conditions of the agreement between Sangamo and CIRM, payments from Sangamo resulting from sales of a commercial product
resulting from research and development efforts supported by the grant, not to exceed two times the amount Sangamo receives in funding under the agreement with CIRM.

Revenues attributable to research and development performed under the CIRM grant agreement were $410,000 and $0 during the three months ended March 31, 2011 and 2010, respectively.

NOTE 6 - INCOME TAXES

The Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets include net operating loss carryforwards, research credits and capitalized research and development. Realization of deferred tax
assets is dependent upon future earnings, if any, the timing and amount of which are uncertain based on the Companys history of losses. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. Utilization of
operating losses and credits may be subject to substantial annual limitation due to ownership change provisions of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net
operating losses and credits before utilization.

NOTE 7 - STOCK-BASED COMPENSATION

The following table shows total stock-based compensation expenses included in the condensed consolidated statement of operations for the
three months ended March 31, 2011 and 2010 (in thousands):



|                                       |  |                             |       |  |      |   |       | 
|-------------------------------------- |  | --------------------------- | ----- |  | ---- | - | ----- | 
|                                       |  | Three months endedMarch 31, |      
|                                       |  | 2011                        |       |  | 2010 |  
|Costs and expenses:                    |  |                             |       |  |      |   |       | 
|Research and development               |  | $                           | 911   |  |      | $ | 940   | 
|General and administrative             |  |                             | 1,052 |  |      |   | 971   | 
|                                       |  |                             |       |  |      |   |       | 
|Total stock-based compensation expense |  | $                           | 1,963 |  |      | $ | 1,911 | 
|                                       |  |                             |       |  |      |   |       | 

NOTE 8  SUBSEQUENT EVENT

On April 13, 2011, Sangamo completed an underwritten public offering of its common stock, in which the Company sold an aggregate of 6,700,000 shares of its common stock at a public offering price of
$7.70 per share. The net proceeds to Sangamo from the sale of shares in this offering, after deducting underwriting discounts and commissions and other estimated offering expenses, were approximately $50.2 million.



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The discussion in Managements Discussion and Analysis of Financial Condition and Results of Operations contains trend
analysis, estimates and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements
include, without limitation, statements containing the words believes, anticipates, expects, continue, and other words of similar import or the negative of those terms or expressions. Such
forward-looking statements are subject to known and unknown risks, uncertainties, estimates and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking statements. You should read the following discussion and analysis along with the financial statements and notes attached to those statements included elsewhere
in this report and in our annual report on Form 10-K for the year ended December 31, 2010 as filed with the SEC.

Overview

We were incorporated in June 1995. From our inception through March 31, 2011, our activities related primarily to establishing and operating a biotechnology research and development organization and
developing relationships with our corporate collaborators. Our scientific and business development endeavors currently focus on the engineering of novel zinc finger DNA-binding proteins (ZFPs) for the regulation and modification of genes. We have
incurred net losses since inception and expect to incur losses in the future as we continue our research and development activities. To date, we have funded our operations primarily through the issuance of equity securities, borrowings, payments
from research grants and from corporate collaborators and strategic partners.



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For the first quarter ended March 31, 2011, we incurred a consolidated net loss of $9.6
million, or $0.21 per share, compared to a net loss of $4.0 million, or $0.09 per share, for the same period in 2010. As of March 31, 2011, we had cash, cash equivalents, marketable securities and interest receivable totaling $49.2 million
compared to $60.6 million as of December 31, 2010. As of March 31, 2011, we had an accumulated deficit of $227.1 million.

Our revenues have consisted primarily of revenues from our corporate partners for ZFP transcription factors (ZFP TFs) and ZFP nucleases (ZFNs), contractual payments from strategic partners for research
programs and research milestones, and research grant funding. We expect revenues will continue to fluctuate from period to period and there can be no assurance that new collaborations or partner funding will continue beyond their initial terms.

In the development of our ZFP technology platform, we have continued to place more emphasis internally on higher-value ZFP
Therapeutic product development and less on our non-therapeutic applications. We believe this shift in emphasis has the potential to increase the return on investment to our stockholders by allocating capital resources to higher value, therapeutic
product development activities. At the same time, it may reduce our revenues over the next several years and subject us to higher financial risk by increasing expenses associated with product development. We have filed Investigational New Drug (IND)
applications with the U.S. Food and Drug Administration (FDA) and have initiated several Phase 2 clinical trials and a Phase 2b clinical trial of a ZFP Therapeutic in subjects with diabetic neuropathy and one Phase 2 clinical trial in
subjects with ALS. We are also conducting Phase 1 clinical trials to evaluate ZFP Therapeutics for the treatment of HIV/AIDS and glioblastoma, a type of brain cancer. Other therapeutic development programs are focused on Parkinsons disease,
monogenic diseases, neuropathic pain and nerve regeneration. Development of novel therapeutic products is costly and is subject to a lengthy and uncertain regulatory process by the FDA. Our future products will be gene-based therapeutics. Adverse
events in both our own clinical program and other programs may have a negative impact on regulatory approval, the willingness of potential commercial partners to enter into agreements and the perception of the public.

Research and development expenses consist primarily of salaries and personnel related expenses, including stock-based compensation
expenses, laboratory supplies, pre-clinical and clinical studies, manufacturing expenses, allocated facilities expenses, subcontracted research expenses and expenses for trademark registration and technology licenses. Research and development costs
incurred in connection with collaborator-funded activities are expensed as incurred. Costs to acquire technologies that are utilized in research and development that have no alternative future use are expensed as incurred. We believe that continued
investment in research and development is critical to attaining our strategic objectives. We expect these expenses will increase as we focus on the development of ZFP Therapeutics. Additionally, in order to develop ZFP TFs and ZFNs as commercially
viable therapeutics, we expect to expend additional resources for expertise in the manufacturing, regulatory affairs and clinical research aspects of biotherapeutic development.

General and administrative expenses consist primarily of salaries and personnel related expenses for executive, finance and
administrative personnel, including stock-based compensation expenses, professional services expenses, allocated facilities expenses, patent prosecution expenses and other general corporate expenses. As we pursue commercial development of our
therapeutic leads we expect the business aspects of the Company to become more complex. We may be required in the future to add personnel and incur additional costs related to the maturity of our business.

Critical Accounting Estimates

The accompanying discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements and the related disclosures, which have been prepared in
accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts in our consolidated financial
statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that there have been no significant changes in our critical
accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC.



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Results of Operations

Three months ended March 31, 2011 and 2010

Revenues



|                         |  |                                          |       |  |      |   |       |        |  |   |        |   |  |  |     |   
|------------------------ |  | ---------------------------------------- | ----- |  | ---- | - | ----- | ------ |  | - | ------ | - |  |  | --- | --
|                         |  | Three months ended March 31,             |      
|                         |  | (in thousands, except percentage values) |      
|                         |  | 2011                                     |       |  | 2010 |   |       | Change |  |   | %      |  
|Revenues:                |  |                                          |       |  |      |   |       |        |  |   |        |   |  |  |     |   
|Collaboration agreements |  | $                                        | 1,487 |  |      | $ | 6,199 |        |  | $ | (4,712 | ) |  |  | (76 | )%
|Research grants          |  |                                          | 713   |  |      |   | 449   |        |  |   | 264    |   |  |  | 59  | % 
|                         |  |                                          |       |  |      |   |       |        |  |   |        |   |  |  |     |   
|Total revenues           |  | $                                        | 2,200 |  |      | $ | 6,648 |        |  | $ | (4,448 | ) |  |  | 67  | % 
|                         |  |                                          |       |  |      |   |       |        |  |   |        |   |  |  |     |   

Total revenues consist of revenues from collaboration agreements, strategic partnerships and
research grants.

Revenues from our corporate collaboration and strategic partnering agreements were $1.5 million for the
three months ended March 31, 2011, compared to $6.2 million in the corresponding period in 2010. The decrease in collaboration agreement revenues was primarily due to the completion in July 2010 of the amortization period of revenues related to
the commercial license fee received from Sigma under the expanded agreement of October 2009. Research grant revenues were $713,000 for the three months ended March 31, 2011, compared to $449,000 in the corresponding period in 2010. Research
grant revenues increased due to revenues from CIRM and MJFF of $410,000 and $303,000, respectively.

Operating Expenses



|                           |  |                                          |        |  |      |   |        |        |  |   |       |  |  |  |    |  
|-------------------------- |  | ---------------------------------------- | ------ |  | ---- | - | ------ | ------ |  | - | ----- |  |  |  | -- | -
|                           |  | Three months ended March 31,             |       
|                           |  | (in thousands, except percentage values) |       
|                           |  | 2011                                     |        |  | 2010 |   |        | Change |  |   | %     | 
|Operating Expenses:        |  |                                          |        |  |      |   |        |        |  |   |       |  |  |  |    |  
|Research and development   |  | $                                        | 8,262  |  |      | $ | 7,365  |        |  | $ | 897   |  |  |  | 12 | %
|General and administrative |  |                                          | 3,539  |  |      |   | 3,286  |        |  |   | 253   |  |  |  | 8  | %
|                           |  |                                          |        |  |      |   |        |        |  |   |       |  |  |  |    |  
|Total expenses             |  | $                                        | 11,801 |  |      | $ | 10,651 |        |  | $ | 1,150 |  |  |  | 11 | %
|                           |  |                                          |        |  |      |   |        |        |  |   |       |  |  |  |    |  

Research and development

Research and development expenses consist primarily of salaries and personnel related expenses, including stock-based compensation, laboratory supplies, pre-clinical and clinical studies, manufacturing
expenses, allocated facilities expenses, subcontracted research expenses and expenses for trademark registration and technology licenses. We expect to continue to devote substantial resources to research and development in the future and expect
research and development expenses to increase in the next several years if we are successful in advancing our ZFP Therapeutic product candidates into clinical trials. To the extent we collaborate with others with respect to clinical trials,
increases in research and development expenses may be reduced or avoided.

Research and development expenses were $8.3 million
for the three months ended March 31, 2011, compared to $7.4 million in the corresponding period in 2010. The increase in research and development expenses was primarily due to increased clinical expenses associated with out diabetic neuropathy
and HIV/AIDS programs.

General and administrative

General and administrative expenses consist primarily of salaries and personnel related expenses for executive, finance and administrative personnel, including stock-based compensation, professional
services expenses, allocated facilities expenses, patent prosecution expenses and other general corporate expenses.

General
and administrative expenses were $3.5 million for the three month period ended March 31, 2011 and $3.3 million for the corresponding period in 2010. There were no significant changes in general and administrative expenses over the comparative
periods.



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Interest and Other Income, net



|                               |  |                                          |    |  |      |   |    |        |  |   |    |   |  |  |    |   
|------------------------------ |  | ---------------------------------------- | -- |  | ---- | - | -- | ------ |  | - | -- | - |  |  | -- | --
|                               |  | Three months ended March 31,             |   
|                               |  | (in thousands, except percentage values) |   
|                               |  | 2011                                     |    |  | 2010 |   |    | Change |  |   | %  |  
|Interest and other income, net |  | $                                        | 23 |  |      | $ | 25 |        |  | $ | (2 | ) |  |  | (8 | %)

Interest and other
income, net, was $23,000 for the three months ended March 31, 2011, compared to $25,000 in the corresponding period in 2010.

Liquidity and Capital Resources

Liquidity

Since inception, we have incurred significant annual net losses
and we have funded our operations primarily through the issuance of equity securities, payments from corporate collaborators and strategic partners and research grants.

As of March 31, 2011, we had cash, cash equivalents, marketable securities and interest receivable totaling $49.2 million compared to $60.6 million as of December 31, 2010. The decrease was
primarily attributable to capital required to fund our continuing operations, including the advancement of our ZFP Therapeutic programs. Our most significant use of capital pertains to salaries and benefits for our employees and external development
expenses, such as manufacturing and clinical trial activity, related to our ZFP Therapeutic programs. Our cash and investment balances are held in a variety of interest bearing instruments, including obligations of U.S. government agencies, U.S.
treasury debt securities, corporate debt securities and money market funds. Cash in excess of immediate requirements is invested in accordance with our investment policy with a view toward capital preservation and liquidity.

On April 13, 2011, Sangamo completed an underwritten public offering of its common stock, in which the Company sold an aggregate of
6,700,000 shares of its common stock at a public offering price of $7.70 per share. The net proceeds to Sangamo from the sale of shares in this offering, after deducting underwriting discounts and commissions and other estimated offering expenses,
were approximately $50.2 million.

Cash Flow

Net cash used in operating activities for the three months ended March 31, 2011 and 2010 was $12.0 million and $8.0 million, respectively. Net cash used in operating activities for the three months
ended March 31, 2011 primarily reflects the net loss for the period as well as a decrease in accounts payable and accrued liabilities, partially offset by stock-based compensation. Net cash used in operating activities for the three months
ended March 31, 2010 primarily reflects the net loss for the period as well as a decrease in deferred revenues, primarily associated with our expanded Sigma license agreement, partially offset by stock-based compensation.

Net cash provided by investing activities was $7.2 million for the three months ended March 31, 2011. Net cash used in investing
activities was $1.3 million for the three months ended March 31, 2010. Cash flows from investing activities for both periods primarily related to purchases and maturities of investments.

Net cash provided by financing activities for the three months ended March 31, 2011 and 2010 was $847,000 and $316,000,
respectively, and primarily related to proceeds from the issuance of common stock upon exercise of stock options.

Operating Capital and Capital Expenditure Requirements

We expect our rate of cash usage to increase in the future, in particular, to support our product development activities. We believe that the available cash resources, proceeds received from our equity
financing, funds received from corporate collaborators, strategic partners and research grants will enable us to maintain our currently planned operations through 2012, including support for our continuing research and development of our ZFP
Therapeutic product candidates and research programs, clinical trials and business development activities. Future capital requirements will be substantial and if our capital resources are insufficient to meet future capital requirements, we will
need to raise additional capital to fund our operations, including ZFP Therapeutic development activities. Additional capital may not be available in terms acceptable to us, or at all. If adequate funds are not available, or if the terms underlying
potential funding sources are unfavorable, our business and our ability to develop our technology and our ZFP Therapeutic products would be harmed.



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Our future capital requirements will depend on many forward looking factors and are not limited to the
following:



| |  |  | the initiation, progress, timing and completion of clinical trials for our product candidates and potential product candidates;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | the outcome, timing and cost of regulatory approvals;
| | - |  | -----------------------------------------------------



| |  |  | delays that may be caused by changing regulatory requirements;
| | - |  | --------------------------------------------------------------



| |  |  | the number of product candidates that we pursue;
| | - |  | ------------------------------------------------



| |  |  | the costs involved in filing and prosecuting patent applications and enforcing and defending patent claims;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | the timing and terms of future in-licensing and out-licensing transactions;
| | - |  | ---------------------------------------------------------------------------



| |  |  | the cost and timing of establishing sales, marketing, manufacturing and distribution capabilities;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | the cost of procuring clinical and commercial supplies of our product candidates;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | the extent to which we acquire or invest in businesses, products or technologies; and
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the possible costs of litigation.
| | - |  | ---------------------------------



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. We do not have any foreign currency or other derivative
financial instruments.

Our market risks at March 31, 2011 have not changed materially from those discussed in
Item 7A of our Form 10-K for the year ended December 31, 2010 on file with the SEC.



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|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange Commissions rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,
can provide only reasonable, and not absolute, assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost benefit relationship
of possible controls and procedures.

As required by the Securities and Exchange Commission Rule 13a-15(b), we carried out an
evaluation, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of
the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Change in Internal Control over Financial Reporting

There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

We are
not party to any material pending legal proceedings, other than routine litigation incidental to our business.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

This Form
10-Q contains forward-looking information based on our current expectations. Because our actual results may differ materially from any forward-looking statements made by or on behalf of Sangamo, this section includes a discussion of important
factors that could affect our actual future results, including, but not limited to, our revenues, expenses, net loss and loss per share. You should carefully consider these risk factors, together with all of the other information included in this
Form 10-Q as well as our other publicly available filings with the Securities and Exchange Commission.

Risks Relating to Development,
Commercialization and Regulatory Approval of our Products and Technology

ZFP Therapeutics have undergone limited
testing in humans and our ZFP Therapeutics may fail safety studies in clinical trials.

We have initiated and
completed enrollment of a Phase 1 study and several Phase 2 clinical trials of our lead ZFP Therapeutic, SB-509, for diabetic neuropathy and ALS and the drug has been well tolerated. However, if our lead ZFP Therapeutic fails one of its safety
studies, it could reduce our ability to attract new investors and corporate partners. In January 2005, we filed an IND application with the FDA for SB-509, a ZFP TF activator of VEGF-A, for the treatment of mild to moderate diabetic neuropathy. We
completed enrollment and treatment of a Phase 1, single blind, single dose, dose-escalation trial to measure the laboratory and clinical safety of SB-509. We have completed enrollment and treatment of repeat-dosing Phase 2 clinical trials
(SB-509-601, SB-509-701) and SB-509-703) and have an ongoing Phase 2b trial (SB-509-901). We also have completed a Phase 2 clinical trial (SB-509-801) to evaluate SB-509 for the treatment of ALS. A significant number of the trial subjects have
received more than one dose of SB-509 during the course of these Phase 2 studies and all trial subjects undergo long-term follow up examination once the study is complete. In addition, Phase 1 clinical trials of an identical ZFP TF have been
carried out in subjects with peripheral artery disease. To date, the drug has been well-tolerated in all of these subjects in clinical trials.

In December 2008, in collaboration with scientists at the University of Pennsylvania, an IND application was filed for a Phase 1 trial of our CCR5 ZFN-based therapeutic, SB-728-T, for treatment of
HIV/AIDS. In September 2009, we announced FDAs review and acceptance of our IND application to initiate an open-label, repeat-dosing Phase 1 clinical trial of SB-728-T (SB-728-T-902). Preliminary data from these studies demonstrated that, to
date, treatment of aviremic HIV-infected subjects with SB-728-T was well-tolerated. We also have an on-going Phase 1/2 trial (SB-728-T-1002). These studies are designed primarily to evaluate the safety and tolerability of this ZFP Therapeutic
approach. Our clinical studies are a highly visible test of our ZFP Therapeutic approach. Since we have increased our focus on ZFP Therapeutic research and development, investors will increasingly assess the value of our technology based on the
continued progress of ZFP Therapeutic products into and through clinical trials. If clinical trials of our lead therapeutic were halted due to safety concerns, this would negatively affect our operations and the value of our stock.



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The results of early Phase 1 and Phase 2 trials are based on a small number of
patients over a short period of time, and our progress may not be indicative of results in a large number of patients or of long-term efficacy in late stage clinical trials.

The results in early phases of clinical testing are based upon limited numbers of patients and a limited follow-up period. Typically, our
Phase 1 clinical trials for indications of safety enroll less than 25 patients. The initial results from the Phase 1 clinical trial of our ZFP Therapeutic, SB-509 product, became available in the first half of 2006 and the complete
data set was presented in June 2008. The primary end point of the trial was clinical and laboratory safety; however, we collected some preliminary efficacy data that showed trends of clinical improvement in some subjects. A number of companies in
the pharmaceutical and biotechnology industries have suffered significant setbacks in late stage clinical trials even after achieving promising results in earlier stage clinical trials. If a larger population of patients does not experience positive
results, or if these results are not reproducible, our products may not receive approval from the FDA. Failure to confirm favorable results from earlier trials by demonstrating the safety and effectiveness of our ZFP Therapeutic products in late
stage clinical trials with larger patient populations could have a material adverse effect on our business that would cause our stock price to decline significantly.



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Our first Phase 2 clinical trial (SB-509-601) for safety and efficacy in subjects with
diabetic neuropathy enrolled 110 patients, and top-line data from this study were presented in November 2008. While these results demonstrated that the drug was well-tolerated in a repeat-dose setting, no differences were observed in neurologic
end-points between the SB-509 and placebo-treated subjects other than a statistically significant improvement in intraepidermal nerve fiber density (IENFD) which is currently not an approvable end-point for this indication. Subsequently we have
performed subgroup analyses of these data which suggest that positive and clinically relevant effects of the drug are more clearly demonstrated in subjects with a certain severity of disease. These retrospective subgroup analyses helped to define
the inclusion criteria for subjects recruited into our ongoing Phase 2b clinical trial (SB-509-901) which could increase the risk that clinical efficacy of SB-509 will not be demonstrated.

We have limited experience in conducting clinical trials.

Our ZFP Therapeutics may fail to show the desired safety and efficacy in initial clinical trials. We have completed a Phase 1 trial
and several Phase 2 clinical trials in DN and ALS and have an ongoing Phase 2b trial of our ZFP Therapeutic for DN. We have two ongoing Phase 1 trials and a Phase 1/2 study of a ZFP Therapeutic for HIV/AIDS. However, the FDA will require
additional clinical testing which involves significantly greater resources, commitments and expertise that may require us to enter into a collaborative relationship with a pharmaceutical company that could assume responsibility for late-stage
development and commercialization. We have limited experience in conducting clinical trials and may not possess the necessary resources and expertise to complete such trials, and there is no guarantee that we will be able to enter into collaborative
relationships with third parties that can provide us with the funding and expertise for such trials.

We may not be able
to find acceptable patients or may experience delays in enrolling patients for our clinical trials.

We may be
competing for suitable patients with other clinical trials. We or the FDA may suspend our clinical trials at any time if either believes that we are exposing the subjects participating in these trials to unacceptable health risks. The FDA or
institutional review boards and/or institutional biosafety committees at the medical institutions and healthcare facilities where we sponsor clinical trials may suspend any trial indefinitely if they find deficiencies in the conduct of these trials.
The FDA and institutional review boards may also require large numbers of patients, and the FDA may require that we repeat a clinical trial.

Our potential therapeutic products are subject to a lengthy and uncertain regulatory process, and we may encounter unanticipated toxicity or adverse events or fail to demonstrate efficacy, causing
us to delay, suspend or terminate the development of a ZFP Therapeutic. If these potential products are not approved, we will not be able to commercialize those products.

The FDA must approve any human therapeutic product before it can be marketed in the United States. The process for receiving regulatory
approval is long and uncertain, and a potential product may not withstand the rigors of testing under the regulatory approval processes.

Before commencing clinical trials in humans, we must submit an Investigational New Drug (IND) application to the FDA. The FDA has 30 days to comment on the application and if the agency has no
comments, we or our commercial partner may begin clinical trials.

Clinical trials are subject to oversight by institutional
review boards and the FDA. In addition, our proposed clinical studies require review from the Recombinant DNA Advisory Committee (RAC), which is the advisory board to the National Institutes of Health (NIH), focusing on clinical trials involving
gene transfer. We will typically submit a proposed clinical protocol and other product-related information to the RAC three to six months prior to the expected IND application filing date.

Clinical trials:



| |  |  | must be conducted in conformance with the FDAs good clinical practices, within the guidelines of the International Conference on Harmonisation of
Technical Requirements for Registration of Pharmaceuticals for Human Use (ICH) and other applicable regulations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | must meet requirements for Institutional Review Board (IRB) oversight;
| | - |  | ----------------------------------------------------------------------



| |  |  | must follow Institutional Biosafety Committee (IBC) and NIH RAC guidelines where applicable;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | must meet requirements for informed consent;
| | - |  | --------------------------------------------



| |  |  | are subject to continuing FDA oversight;
| | - |  | ----------------------------------------



| |  |  | may require oversight by a Data Safety Monitoring Board (DSMB);
| | - |  | ---------------------------------------------------------------



| |  |  | may require large numbers of test subjects; and
| | - |  | -----------------------------------------------



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| |  |  | may be suspended by a commercial partner, the FDA, or us at any time if it is believed that the subjects participating in these trials are being
exposed to unacceptable health risks or if the FDA finds deficiencies in the IND application or the conduct of these trials.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

While we have stated our intention to file additional IND applications during the next several years, this is only a statement of intent, and we may not be able to do so because the associated product
candidates may not meet the necessary preclinical requirements. In addition, there can be no assurance that, once filed, an IND application will result in the actual initiation of clinical trials.

As we cannot predict whether or when we will obtain regulatory approval to commercialize our product candidates, we cannot predict
the timing of any future revenue from these product candidates.

We cannot commercialize any of our ZFP Therapeutics
to generate revenue until the appropriate regulatory authorities have reviewed and approved the applications for the product candidates. We cannot assure that the regulatory agencies will complete their review processes in a timely manner or that we
will obtain regulatory approval for any product candidate that we or our collaborators develop. Satisfaction of regulatory requirements typically takes many years, is dependent upon the type, complexity and novelty of the product and requires the
expenditure of substantial resources. Regulatory approval processes outside the United States include all of the risks associated with the FDA approval process. In addition, we may experience delays or rejections based upon additional government
regulation from future legislation or administrative action or changes in FDA policy during the period of product development, clinical trials and FDA regulatory review.

Regulatory approval, if granted, may be limited to specific uses or geographic areas, which could limit our ability to generate revenues.

Regulatory approval will be limited to the indicated use for which we can market a product. Further, once regulatory approval for a
product is obtained, the product and its manufacturer are subject to continual review. Discovery of previously unknown problems with a product or manufacturer may result in restrictions on the product, manufacturer, and manufacturing facility,
including withdrawal of the product from the market. In Japan and Europe, regulatory agencies also set or approve prices.

Even if regulatory clearance of a product is granted, this clearance is limited to those specific states and conditions for which the
product is useful, as demonstrated through clinical trials. We cannot ensure that any ZFP Therapeutic product developed by us, alone or with others, will prove to be safe and effective in clinical trials and will meet all of the applicable
regulatory requirements needed to receive marketing clearance in a given country.

Outside the United States, our ability to
market a product is contingent upon receiving a marketing authorization from the appropriate regulatory authorities, therefore we cannot predict whether or when we would be permitted to commercialize our product. These foreign regulatory approval
processes include all of the risks associated with FDA clearance described above.

Commercialization of our technologies
will depend, in part, on strategic partnering with other companies. If we are not able to find partners in the future or our partners do not diligently pursue product development efforts, we may not be able to develop our technologies or products,
which could slow our growth and decrease the value of our stock.

We expect to rely, to some extent, on our strategic
partners to provide funding in support of our research and to perform independent research and preclinical and clinical testing. Our technology is broad based, and we do not currently possess the resources necessary to fully develop and
commercialize potential products that may result from our technologies or the resources or capabilities to complete the lengthy marketing approval processes that may be required for the products. Therefore, we plan to rely on strategic partnerships
to help us develop and commercialize ZFP Therapeutic products. If we are unable to find partners or if the partners we find are unable or unwilling to advance our programs, or if they do not diligently pursue product approval, this may slow our
progress and defer our revenues. Our partners may sublicense or abandon development programs or we may have disagreements with our partners, which would cause associated product development to slow or cease. There can be no assurance that we will be
able to establish strategic collaborations for ZFP Therapeutic product development. We may require significant time to secure collaborations or partners because we need to effectively market the benefits of our technology to these future
collaborators and partners, which may direct our research and development personnel and management from our primary business operations. Further, each collaboration or partnering arrangement will involve the negotiation of terms that may be unique
to each collaborator or partner. These business development efforts may not result in a collaboration or partnership.

The
loss of any future partnering agreements would not only delay or terminate the potential development or commercialization of products we may derive from our technologies, but it may also delay or terminate our ability to test ZFP Therapeutic
candidates for specific genes. If any partner fails to conduct the collaborative activities successfully and in a timely manner, the preclinical or clinical development or commercialization of the affected product candidates or research programs
could be delayed or terminated.



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Under typical partnering agreements we would expect to receive revenue for the research and
development of a ZFP Therapeutic product based on achievement of specific milestones. Achieving these milestones will depend, in part, on the efforts of our partner as well as our own. If we, or any partner, fail to meet specific milestones, then
the partnership may be terminated, which could reduce our revenues. For more information on risks relating to our third party collaborative agreements, see Risks Relating to our Collaborative Relationships.

We have increased the focus of our research and development programs on human therapeutics, which will increase operating
expenditures and the uncertainty of our business.

We have increased the focus of our research and development
activities on ZFP Therapeutics. This change in focus has increased operating expenditures due to larger financial outlays to fund preclinical studies, manufacturing, and clinical research. The focus on ZFP Therapeutics will also increase the
visibility of our lead therapeutic programs and the potential impact on the stock price of news releases relating to these programs.

We are conducting proprietary research to discover ZFP Therapeutic product candidates. These programs increase our financial risk of product failure, may significantly increase our research
expenditures, and may involve conflicts with future collaborators and strategic partners.

Our proprietary research
programs consist of research which is funded solely by us or by research foundation grant funding and in which we retain exclusive rights to therapeutic products generated by such research. This is in contrast to certain of our research programs
that may be funded by corporate partners and in which we may share rights to any resulting products. We have conducted proprietary research since inception. However, in the past several years, our strategy has shifted toward placing greater emphasis
on proprietary research and therapeutic development and we expect this trend will continue in 2011 as we continue to prosecute our Phase 1, 1/2 and Phase 2b clinical trials and bring new ZFP Therapeutics into clinical trials. Conducting
proprietary research programs may not generate corresponding revenue and may create conflicts with our collaborators or strategic partners over rights to our intellectual property with respect to our proprietary research activities. Any conflict
with our collaborators or strategic partners could reduce our ability to enter into future collaborations or partnering agreements and negatively impact our relationship with existing collaborators and partners which could reduce our revenue and
delay or terminate our product development. The implementation of this strategy will involve substantially greater business risks, the expenditure of significantly greater funds than our historic research activities and will require substantial
commitments of time from our management and staff.

We may be unable to license gene transfer technologies that we may
need to commercialize our ZFP TF technology.

In order to regulate or modify a gene in a cell, the ZFP TF or ZFN must
be efficiently delivered to the cell. We have licensed certain gene transfer technologies for our ZFP TFs and ZFNs in research. We are evaluating these systems and other technologies that may need to be used in the delivery of ZFP TFs or ZFNs into
cells for in vitro and in vivo applications, including ZFP Therapeutics. However, we may not be able to license the gene transfer technologies required to develop and commercialize our ZFP Therapeutics. We have not developed our own gene
transfer technologies, and we rely on our ability to enter into license agreements to provide us with rights to the necessary gene transfer technology. Our approach has been to license appropriate technology as required. The inability to obtain a
license to use gene transfer technologies with entities which own such technology on reasonable commercial terms, if at all, could delay or prevent the preclinical evaluation, clinical testing, and/or commercialization of our therapeutic product
candidates.

Even if our technology proves to be effective, it still may not lead to commercially viable products.

Even if our collaborators or strategic partners are successful in using our ZFP technology in drug discovery, protein
production, therapeutic development, or plant agriculture, they may not be able to commercialize the resulting products or may decide to use other methods competitive with our technology. To date, no company has received marketing approval or has
developed or commercialized any therapeutic or agricultural products based on our technology. Should our technology fail to provide safe, effective, useful, or commercially viable approaches to the discovery and development of these products, this
would significantly limit our business and future growth and would adversely affect our value.

Even if our product
development efforts are successful and even if the requisite regulatory approvals are obtained, our ZFP Therapeutics may not gain market acceptance among physicians, patients, healthcare payers and the medical community.

A number of additional factors may limit the market acceptance of products including the following:



| |  |  | rate of adoption by healthcare practitioners;
| | - |  | ---------------------------------------------



| |  |  | rate of a products acceptance by the target population;
| | - |  | --------------------------------------------------------



| |  |  | timing of market entry relative to competitive products;
| | - |  | --------------------------------------------------------



| |  |  | availability of alternative therapies;
| | - |  | --------------------------------------



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| |  |  | price of our product relative to alternative therapies;
| | - |  | -------------------------------------------------------



| |  |  | availability of third-party reimbursement;
| | - |  | ------------------------------------------



| |  |  | extent of marketing efforts by us and third-party distributors or agents retained by us; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | side effects or unfavorable publicity concerning our products or similar products.
| | - |  | ----------------------------------------------------------------------------------

We do not currently have the infrastructure or capability to manufacture therapeutic products on a commercial scale.

In order for us to commercialize these therapeutic products directly, we would need to develop, or obtain through
outsourcing arrangements, the capability to execute all of these functions. If we are unable to develop or otherwise obtain the requisite preclinical, clinical, regulatory, manufacturing, marketing, and sales capabilities, we would be unable to
directly commercialize our therapeutics products which would limit our future growth.

Risks Relating to our Industry

If our competitors develop, acquire, or market technologies or products that are more effective than ours, this would reduce or
eliminate our commercial opportunity.

Any products that we or our collaborators or strategic partners develop by
using our ZFP technology platform will enter into highly competitive markets. Even if we are able to generate ZFP Therapeutics that are safe and effective for their intended use, competing technologies may prove to be more effective or less
expensive, which, to the extent these competing technologies achieve market acceptance, will limit our revenue opportunities. In some cases, competing technologies have proven to be satisfactorily effective and less expensive, as has been the case
with technologies competitive with some of our non-therapeutic applications. Competing technologies may include other methods of regulating gene expression or modifying genes. ZFP TFs and ZFNs have broad application in the life sciences industry and
compete with a broad array of new technologies and approaches being applied to genetic research by many companies. Competing proprietary technologies with our product development focus include:



| |  |  | For ZFP Therapeutics:
| | - |  | ---------------------



| |  |  | small molecule drugs;
| | - |  | ---------------------



| |  |  | monoclonal antibodies;
| | - |  | ----------------------



| |  |  | recombinant proteins;
| | - |  | ---------------------



| |  |  | gene therapy/cDNAs;
| | - |  | -------------------



| |  |  | antisense; and
| | - |  | --------------



| |  |  | siRNA and microRNA approaches
| | - |  | -----------------------------



| |  |  | gene-editing technologies
| | - |  | -------------------------



| |  |  | For our Non-Therapeutic Applications:
| | - |  | -------------------------------------



| |  |  | For protein production: gene amplification, meganucleases, TALEs, insulator technology, mini-chromosomes;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | For target validation:antisense, siRNA;
| | - |  | ---------------------------------------



| |  |  | For plant agriculture: recombination approaches, mutagenesis approaches, meganucleases, TALEs, mini-chromosomes; and
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | For transgenic animals: somatic nuclear transfer, embryonic stem cell and transposase technologies
| | - |  | --------------------------------------------------------------------------------------------------

In addition to possessing competing technologies, our competitors include pharmaceutical and biotechnology companies with:



| |  |  | substantially greater capital resources than ours;
| | - |  | --------------------------------------------------



| |  |  | larger research and development staffs and facilities than ours; and
| | - |  | --------------------------------------------------------------------



| |  |  | greater experience in product development and in obtaining regulatory approvals and patent protection.
| | - |  | ------------------------------------------------------------------------------------------------------

These organizations also compete with us to:



| |  |  | attract qualified personnel;
| | - |  | ----------------------------



| |  |  | attract parties for acquisitions, joint ventures or other collaborations; and
| | - |  | -----------------------------------------------------------------------------



| |  |  | license the proprietary technologies of academic and research institutions that are competitive with our technology, which may preclude us from
pursuing similar opportunities.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Accordingly, our competitors may succeed in obtaining patent protection or
commercializing products before us. In addition, any products that we develop may compete with existing products or services that are well established in the marketplace.



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Our gene regulation and gene modification technology is relatively new, and if we are
unable to use this technology in all our intended applications, it would limit our revenue opportunities.

Our
technology involves a relatively new approach to gene regulation and gene modification. Although we have generated ZFPs for thousands of gene sequences, we have not created ZFPs for all gene sequences and may not be able do so, which could limit the
usefulness of our technology. In addition, while we have demonstrated the function of engineered ZFP TFs in mammalian cell culture, yeast, insects, plants, and animals, we have not yet definitively done so in humans, and the failure to do so could
restrict our ability to develop commercially viable products. If we, and our collaborators or strategic partners, are unable to extend our results to new commercially important genes, experimental animal models, and human clinical studies, we may be
unable to use our technology in all its intended applications. Also, delivery of ZFP TFs and ZFNs into cells and organisms, including humans, in these and other environments is limited by a number of technical hurdles, which we may be unable to
surmount. This is a particular challenge for therapeutic applications of our technology that will require the use of gene transfer systems that may not be effective for the delivery of our ZFP TFs or ZFNs in a particular therapeutic application.

The expected value and utility of our ZFP TFs and ZFNs is in part based on our belief that the targeted or specific
regulation of gene expression and targeted gene modification may enable us to develop a new therapeutic approach as well as to help scientists better understand the role of genes in disease, and to aid their efforts in drug discovery and
development. We also believe that the regulation of gene expression and targeted gene addition will have utility in agricultural applications. There is only a limited understanding of the role of specific genes in all these fields. Life sciences
companies have developed or commercialized only a few products in any of these fields based on results from genomic research or the ability to regulate gene expression. We, our collaborators, or our strategic partners, may not be able to use our
technology to identify and validate drug targets or to develop commercial products in the intended markets.

Adverse
public perception in the field of gene therapy may negatively impact regulatory approval of, or demand for, our potential products.

Our potential therapeutic products are delivered to patients as gene-based drugs, or gene therapy. The clinical and commercial success of our potential products will depend in part on public acceptance of
the use of gene therapy for the prevention or treatment of human diseases. Public attitudes may be influenced by claims that gene therapy is unsafe, and, consequently, our products may not gain the acceptance of the public or the medical community.
Negative public reaction to gene therapy in general could result in greater government regulation and stricter labeling requirements of gene therapy products, including any of our products, and could cause a decrease in the demand for any products
we may develop.

Laws or public sentiment may limit the production of genetically modified agricultural products, and
these laws could reduce our partners ability to sell such products.

Genetically modified products are currently
subject to public debate and heightened regulatory scrutiny, either of which could prevent or delay production of agricultural products. In October 2005, we entered into a Research License and Commercial Option Agreement with DAS. In
June 2008, DAS exercised its option for a commercial license to our technology. Under this agreement, we will provide DAS with access to our proprietary ZFP technology and the exclusive right to use our ZFP technology to modify the genomes or
alter the nucleic acid or protein expression of plant cells, plants, or plant cell cultures. The field-testing, production, and marketing of genetically modified plants and plant products are subject to federal, state, local, and foreign
governmental regulation. Regulatory agencies administering existing or future regulations or legislation may not allow production and marketing of our genetically modified products in a timely manner or under technically or commercially feasible
conditions. In addition, regulatory action or private litigation could result in expenses, delays, or other impediments to our product development programs or the commercialization of resulting products.

The FDA currently applies the same regulatory standards to foods developed through genetic engineering as those applied to foods
developed through traditional plant breeding. Genetically engineered food products, however, will be subject to pre-market review if these products raise safety questions or are deemed to be food additives. Governmental authorities could also, for
social or other purposes, limit the use of genetically modified products created with our gene regulation technology.

Even if
we are able to obtain regulatory approval for genetically modified products, our success will also depend on public acceptance of the use of genetically modified products including drugs, plants, and plant products. Claims that genetically modified
products are unsafe for consumption or pose a danger to the environment may influence public attitudes. Our genetically modified products may not gain public acceptance. The subject of genetically modified organisms has received negative publicity
in the United States and particularly in Europe, and such publicity has aroused public debate. The adverse publicity in Europe could lead to greater regulation and trade restrictions on imports of genetically altered products. Similar adverse public
reaction or sentiment in the United States to genetic research and its resulting products could result in greater domestic regulation and could decrease the demand for our technology and products.



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Risks Relating to our Finances

We have incurred significant operating losses since inception and anticipate that we will incur continued losses for the foreseeable
future.

We have generated operating losses since we began operations in 1995. The extent of our future losses and the
timing of profitability are uncertain, and we expect to incur losses for the foreseeable future. We have been engaged in developing our ZFP TF technology since inception, which has and will continue to require significant research and development
expenditures. To date, we have generated our funding from issuance of equity securities, revenues derived from strategic partnering agreements, other collaborations in non-therapeutic applications of our technology, federal government research
grants and grants awarded by research foundations and . As of March 31, 2011, we had an accumulated deficit of $227.1 million. From 2005 to date, we have generated an aggregate of approximately $150 million in net proceeds from the sale of our
equity securities. We expect to continue to incur additional operating losses for the next several years as we expand and extend our research and development activities into human therapeutic product development. If the time required to generate
significant product revenues and achieve profitability is longer than we currently anticipate or if we are unable to generate liquidity through equity financing or other sources of funding, we may be forced to curtail or suspend our operations.

We may be unable to raise additional capital, which would harm our ability to develop our technology and products.

We have incurred significant operating losses and negative operating cash flows since inception and have not achieved
profitability. We expect capital outlays and operating expenditures to increase over the next several years as we expand our infrastructure and research and ZFP Therapeutic product development activities. While we believe our financial resources
will be adequate to sustain our current operations at least through 2012, we may need to seek additional sources of capital through equity or debt financing. Since the financial crisis in 2008, the credit markets have experienced significant
upheaval, while the equity market has exhibited a high degree of volatility. These external factors have contributed to the difficulty of emerging biotechnology companies to raise capital through equity or debt financing. While we have observed
improvements in the capital market recently, we cannot be certain that this trend will continue or that we will not experience similar difficulties in accessing the capital market in the future. In addition, as we focus our efforts on proprietary
human therapeutics, we will need to seek FDA approval of potential products, a process that could cost in excess of hundreds of millions of dollars per product. We cannot be certain that we will be able to obtain financing on terms acceptable to us,
or at all. Our failure to obtain adequate and timely funding will materially adversely affect our business and our ability to develop our technology and ZFP Therapeutic products. Furthermore, any sales of additional equity securities may result in
dilutions to our stockholders.

We are at the development phase of operations and may not succeed or become profitable.

We began operations in 1995 and are in the early phases of ZFP Therapeutic product development. We have incurred
significant losses and our net losses for the past three years ended 2010, 2009 and 2008 were $24.9 million, $18.6 million and $24.3 million, respectively. To date, our revenues have been generated from strategic partners, other collaborations in
non-therapeutic applications of our technology, and federal government and research foundation grants. Since 2005, we have placed significant emphasis on higher-value therapeutic product development and related strategic partnerships. This shift in
emphasis has the potential to increase the return on investment to our stockholders by allocating capital resources to higher value, therapeutic product development activities. At the same time, it increases our financial risk by increasing expenses
associated with product development. In addition, the preclinical or clinical failure of any single product, such as our Phase 2b clinical trial of SB-509, may have a significant effect on the actual or perceived value of our shares. Our business is
subject to all of the risks inherent in the development of a new technology, which included the need to:



| |  |  | attract and retain qualified scientific and technical staff and management, particularly scientific staff with expertise to develop our early-stage
technology into therapeutic products;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | obtain sufficient capital to support the expense of developing our technology platform and developing, testing, and commercializing products;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | develop a market for our products;
| | - |  | ----------------------------------



| |  |  | successfully transition from a company with a research focus to a company capable of supporting commercial activities; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | attract and enter into research collaborations with research and academic institutions and scientists.
| | - |  | ------------------------------------------------------------------------------------------------------



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Risks Relating to our Collaborative Relationships

If conflicts arise between us and our collaborators, strategic partners, scientific advisors, or directors, these parties may act in
their self-interest, which may limit our ability to implement our strategies.

If conflicts arise between our
corporate or academic collaborators, strategic partners, or scientific advisors or directors and us, the other party may act in its self-interest, which may limit our ability to implement our strategies. Some of our academic collaborators and
strategic partners are conducting multiple product development efforts within each area that is the subject of the collaboration with us. Our collaborators or strategic partners, however, may develop, either alone or with others, products in related
fields that are competitive with the products or potential products that are the subject of these collaborations. Competing products, either developed by the collaborators or strategic partners or to which the collaborators or strategic partners
have rights, may result in the withdrawal of partner support for our product candidates.

Some of our collaborators or
strategic partners could also become our competitors in the future. Our collaborators or strategic partners could develop competing products, preclude us from entering into collaborations with their competitors, fail to obtain timely regulatory
approvals, terminate their agreements with us prematurely, or fail to devote sufficient resources to the development and commercialization of products. Any of these developments could harm our product development efforts.

If we establish drug development collaborations, our collaborators may control aspects of our clinical trials, which could result
in delays and other obstacles in the commercialization of our proposed products.

For some programs we may be
dependent on third party collaborators to design and conduct our clinical trials. As a result, we may not be able to conduct these programs in the manner or on the time schedule we currently contemplate, which may negatively impact our business
operations. In addition, if any of these collaborative partners withdraw support for our programs or proposed products or otherwise impair their development, our business could be negatively affected.

Our collaborators or strategic partners may decide to adopt alternative technologies or may be unable to develop commercially
viable products with our technology, which would negatively impact our revenues and our strategy to develop these products.

Our collaborators or strategic partners may adopt alternative technologies, which could decrease the marketability of ZFP technology. Additionally, because many of our collaborators or strategic
partners are likely to be working on more than one development project, they could choose to shift their resources to projects other than those they are working on with us. If they do so, this would delay our ability to test our technology and would
delay or terminate the development of potential products based on our ZFP technology. Further, our collaborators and strategic partners may elect not to develop products arising out of our collaborative and strategic partnering arrangements or to
devote sufficient resources to the development, manufacturing, marketing, or sale of these products. If any of these events occur, we may not be able to develop our technologies or commercialize our products.

If we do not successfully commercialize ZFP-based research reagents, ZFP-modified cell lines for commercial protein production, or
ZFP-engineered transgenic animals under our license agreement with Sigma-Aldrich Corporation or ZFP-based agricultural products with Dow AgroSciences, or if Sigma or Dow AgroSciences terminates our agreements, our ability to generate revenue under
these license agreements may be limited.

In July 2007, we entered into a license agreement with Sigma to
collaborate in the application and development of ZFP-based products for use in the laboratory research reagents markets. The agreement provides Sigma with access to Sangamos ZFP technology and the exclusive right to use Sangamos
ZFP technology to develop and commercialize products for use as research reagents and to offer services in related research fields. This relationship was expanded in October 2009 when we amended our license agreement with Sigma to provide Sigma with
the exclusive rights to develop and distribute ZFP-modified cell lines for commercial production of protein pharmaceuticals and, certain ZFP-engineered transgenic animals for commercial applications. In June 2008, following a research period, Dow
AgroSciences (DAS) exercised its commercial license option under a license agreement with Sangamo relating to plant agriculture. This agreement provides DAS with the exclusive right to develop agricultural products using our ZFP technology in plant
cells, plants, or plant cell cultures. Both companies also have the right to sublicense our technology in their respective areas. In addition to upfront payments, Sangamo may also receive additional license fees, shared sublicensing revenues,
royalty payments and milestone payments depending on the success of the development and commercialization of the licensed products and services covered under both agreements. The commercial milestones and royalties are typically based upon net sales
of licensed products.



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We cannot be certain that Sigma, DAS and Sangamo will succeed in the development of
commercially viable products in these fields of use, and there is no guarantee that Sigma, DAS and Sangamo will achieve the milestones set forth in the respective license agreements. To the extent Sigma, DAS and Sangamo do not succeed in developing
and commercializing products or if Sigma, DAS and Sangamo fail to achieve such milestones, our revenues and benefits under the license agreements will be limited. In addition, the respective license agreements may be terminated by Sigma and DAS at
any time by providing us with a 90-day notice. In the event Sigma or DAS decides to terminate the license agreements, our ability to generate revenue under such license agreements will cease.

If we do not successfully commercialize certain ZFP Therapeutic programs relating to diabetic neuropathy under our agreement with
JDRF, they may have the right to continue to advance the program and we may lose control of the intellectual property generated in the collaboration and development of the product and may only receive a portion of the revenue generated if
commercialization by JDRF is successful.

In October 2006, we entered into a Research, Development and
Commercialization Agreement with JDRF. Under the agreement and subject to its terms and conditions, including our achievement of certain milestones associated with our Phase 2 clinical trial of SB-509 (SB-509-601) for the treatment of diabetic
neuropathy, JDRF paid us a total of $3.0 million through June 30, 2009. We were obligated to cover the costs of the Phase 2 trial that were not covered by JDRFs grant. Our agreement with JDRF was amended in January 2010 to provide up
to $3.0 million in additional funding for our Phase 2b clinical trial (SB-509-901) for the treatment of diabetic neuropathy.

Under the agreement, we are obligated to use commercially reasonable efforts to carry out the Phase 2 trial and, thereafter, to
develop and commercialize a product containing SB-509 for the treatment of diabetes and complications of diabetes. If we fail to satisfy these obligations, JDRF may have the right, subject to certain limitations, to obtain an exclusive,
sublicensable license, to the intellectual property generated by us in the course of the Phase 2 trial, to make and commercialize products containing SB-509 for the treatment of diabetes and complications of diabetes. If JDRF obtains such a
license, it is obligated to pay us a percentage of its revenues from product sales and sublicensing arrangements. If JDRF fails to satisfy its obligations to develop and commercialize a product containing SB-509 under the agreement, then their
license rights will terminate and we will receive a non-exclusive, fully paid license, for any intellectual property developed during JDRFs use of the license, to research, develop and commercialize products containing SB-509 for the treatment
of diabetes and complications of diabetes. There is no guarantee that we will be successful in commercializing a product containing SB-509 in the future. If we fail to do so under the agreement with JDRF, we may lose control of the intellectual
property generated in the development of the product and may only receive a portion of the revenue generated if commercialization by JDRF is successful.

Our collaborations with outside scientists may be subject to change, which could limit our access to their expertise.

We work with scientific advisors and collaborators at academic research institutions. These scientists are not our employees and may have
other commitments that would limit their availability to us. Although our scientific advisors generally agree not to do competing work, if a conflict of interest between their work for us and their work for another entity arises, we may lose their
services. Although our scientific advisors and academic collaborators sign agreements not to disclose our confidential information, it is possible that some of our valuable proprietary knowledge may become publicly known through them, which may
cause competitive harm to our business.

Risks Relating to our Intellectual Property and Business Operation

Because it is difficult and costly to protect our proprietary rights, and third parties have filed patent applications that are
similar to ours, we cannot ensure the proprietary protection of our technologies and products.

Our commercial success
will depend in part on obtaining patent protection of our technology and successfully defending any of our patents that may be challenged. The patent positions of pharmaceutical and biotechnology companies can be highly uncertain and can involve
complex legal and factual questions. No consistent policy regarding the breadth of claims allowed in biotechnology patents has emerged to date. Accordingly, we cannot predict the breadth of claims allowed in patents we own or license.

We are a party to various license agreements that give us rights under specified patents and patent applications. Our current licenses,
as our future licenses frequently will, contain performance obligations. If we fail to meet those obligations, the licenses could be terminated. If we are unable to continue to license these technologies on commercially reasonable terms, or at all,
we may be forced to delay or terminate our product development and research activities.

With respect to our present and any
future sublicenses, since our rights derive from those granted to our sublicensor, we are subject to the risk that our sublicensor may fail to perform its obligations under the master license or fail to inform us of useful improvements in, or
additions to, the underlying intellectual property owned by the original licensor.



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We are unable to exercise the same degree of control over intellectual property that we
license from third parties as we exercise over our internally developed intellectual property. We do not control the prosecution of certain of the patent applications that we license from third parties; therefore, the patent applications may not be
prosecuted as we desire or in a timely manner.

The degree of future protection for our proprietary rights is uncertain, and
we cannot ensure that:



| |  |  | we or our licensors were the first to make the inventions covered by each of our pending patent applications;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | we or our licensors were the first to file patent applications for these inventions;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | the patents of others will not have an adverse effect on our ability to do business;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | others will not independently develop similar or alternative technologies or reverse engineer any of our products, processes or technologies;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any of our pending patent applications will result in issued patents;
| | - |  | ---------------------------------------------------------------------



| |  |  | any patents issued or licensed to us or our collaborators or strategic partners will provide a basis for commercially viable products or will provide
us with any competitive advantages;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any patents issued or licensed to us will not be challenged and invalidated by third parties; or
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | we will develop additional products, processes or technologies that are patentable.
| | - |  | -----------------------------------------------------------------------------------

Others have filed and in the future are likely to file patent applications that are similar to ours. We are aware that there are academic
groups and other companies that are attempting to develop technology that is based on the use of zinc finger and other DNA-binding proteins, and that these groups and companies have filed patent applications. Several patents have been issued,
although we have no current plans to use the associated inventions. If these or other patents issue, it is possible that the holder of any patent or patents granted on these applications may bring an infringement action against our collaborators,
strategic partners, or us claiming damages and seeking to enjoin commercial activities relating to the affected products and processes. The costs of litigating the claim could be substantial. Moreover, we cannot predict whether we, our
collaborators, or strategic partners would prevail in any actions. In addition, if the relevant patent claims were upheld as valid and enforceable and our products or processes were found to infringe the patent or patents, we could be prevented from
making, using, or selling the relevant product or process unless we could obtain a license or were able to design around the patent claims. We can give no assurance that such a license would be available on commercially reasonable terms, or at all,
or that we would be able to successfully design around the relevant patent claims. There may be significant litigation in the genomics industry regarding patent and other intellectual property rights, which could subject us to litigation. If we
become involved in litigation, it could consume a substantial portion of our managerial and financial resources.

We rely on
trade secrets to protect technology where we believe patent protection is not appropriate or obtainable. Trade secrets, however, are difficult to protect. While we require employees, academic collaborators, and consultants to enter into
confidentiality agreements, we may not be able to adequately protect our trade secrets or other proprietary information or enforce these confidentiality agreements.

Our collaborators, strategic partners, and scientific advisors have rights to publish data and information in which we may have rights. If we cannot maintain the confidentiality of our technology and
other confidential information in connection with our collaborations and strategic partnerships, then we may not be able to receive patent protection or protect our proprietary information.

If we use biological and hazardous materials in a manner that causes injury or violates laws, we may be liable for damages.

Our research and development activities involve the controlled use of potentially harmful biological materials as
well as hazardous materials, chemicals, and various radioactive compounds typically employed in molecular and cellular biology. We routinely use cells in culture and gene delivery vectors, and we employ small amounts of radioisotopes in trace
experiments. Although we maintain up-to-date licensing and training programs, we cannot completely eliminate the risk of accidental contamination or injury from the use, storage, handling, or disposal of these materials. In the event of
contamination or injury, we could be held liable for damages that result, and any liability could exceed our resources. We currently carry insurance covering certain claims arising from our use of these materials. However, if we are unable to
maintain our insurance coverage at a reasonable cost and with adequate coverage, our insurance may not cover any liability that may arise. We are subject to federal, state, and local laws and regulations governing the use, storage, handling, and
disposal of these materials and specified waste products. To date, we have not experienced significant costs in complying with regulations regarding the use of these materials.



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Failure to attract, retain, and motivate skilled personnel and cultivate key academic
collaborations will delay our product development programs and our research and development efforts.

We are a small
company with 83 full-time employees as of March 31, 2011, and our success depends on our continued ability to attract, retain, and motivate highly qualified management and scientific personnel and our ability to develop and maintain important
relationships with leading research and academic institutions and scientists. Competition for personnel and academic and other research collaborations is intense. The success of our technology development programs depends on our ability to attract
and retain highly trained personnel. We have experienced a rate of employee turnover that we believe is typical of emerging biotechnology companies. If we lose the services of personnel with the necessary skills, it could significantly impede the
achievement of our research and development objectives. We are not presently aware of any plans of specific employees to retire or otherwise leave the company. If we fail to negotiate additional acceptable collaborations with academic and other
research institutions and scientists, or if our existing collaborations are unsuccessful, our ZFP Therapeutic development programs may be delayed or may not succeed.

Risks Relating to our Common Stock and Corporate Organization

Our
stock price has been volatile and may continue to be volatile, which could result in substantial losses for investors.

During the quarter ended March 31, 2011, our common stock price ranged from a low of $6.77 to high of $8.66. During the past two
years, our common stock price has fluctuated, ranging from a low of $2.96 to a high of $7.11 during the year ended December 31, 2010, and a low of $2.72 to a high of $9.03 during the year ended December 31, 2009. The market instability
caused by the financial crisis of 2008 has contributed to the volatility of our stock price. Volatility in our common stock could cause stockholders to incur substantial losses. An active public market for our common stock may not be sustained, and
the market price of our common stock may continue to be highly volatile. The market price of our common stock has fluctuated significantly in response to various factors, some of which are beyond our control, including but not limited to the
following:



| |  |  | announcements by us or future partners providing updates on the progress or development status of ZFP Therapeutics;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | data from clinical trials;
| | - |  | --------------------------



| |  |  | changes in market valuations of similar companies;
| | - |  | --------------------------------------------------



| |  |  | overall market conditions;
| | - |  | --------------------------



| |  |  | deviations in our results of operations from the guidance given by us or estimates of securities analysts;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | announcements by us or our competitors of new or enhanced products, technologies or services or significant contracts, acquisitions, strategic
relationships, joint ventures or capital commitments;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | regulatory developments;
| | - |  | ------------------------



| |  |  | additions or departures of key personnel;
| | - |  | -----------------------------------------



| |  |  | future sales of our common stock or other securities by the Company, management or directors, liquidation of institutional funds that comprised large
holdings of Sangamo stock; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | decreases in our cash balances.
| | - |  | -------------------------------

Our stock price is also influenced by public perception of gene therapy and government regulation of potential products.

Reports of serious adverse events in a retroviral gene transfer trial for infants with X-linked severe combined immunodeficiency
(X-linked SCID) in France and subsequent FDA actions putting related trials on hold in the United States had a significant negative impact on the public perception and stock price of certain companies involved in gene therapy. Stock prices of these
companies declined whether or not the specific company was involved with retroviral gene transfer for the treatment of infants with X-linked SCID, or whether the specific companys clinical trials were placed on hold in connection with these
events. Other potential adverse events in the field of gene therapy may occur in the future that could result in greater governmental regulation of our potential products and potential regulatory delays relating to the testing or approval of our
potential products. These external events may have a negative impact on public perception of our business, which could cause our stock price to decline.

Anti-takeover provisions in our certificate of incorporation and Delaware law could make an acquisition of the Company more difficult and could prevent attempts by our stockholders to remove or
replace current management.

Anti-takeover provisions of Delaware law and in our certificate of incorporation and our
bylaws may discourage, delay or prevent a change in control of our company, even if a change in control would be beneficial to our stockholders. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or
remove our current management by making it more difficult for stockholders to replace members of our board of directors. In particular, under our certificate of incorporation our board of directors may issue up to 5,000,000 shares of preferred
stock with rights and privileges that might be senior to our common stock, without the consent of the holders of the common stock. Moreover, without any further vote or action on the part of the stockholders,



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the board of directors would have the authority to determine the price, rights, preferences, privileges, and restrictions of the preferred stock. This preferred stock, if it is ever issued, may
have preference over, and harm the rights of, the holders of common stock. Although the issuance of this preferred stock would provide us with flexibility in connection with possible acquisitions and other corporate purposes, this issuance may make
it more difficult for a third party to acquire a majority of our outstanding voting stock.

Similarly, our authorized but
unissued common stock is available for future issuance without stockholder approval.

In addition, our bylaws:



| |  |  | state that stockholders may not act by written consent but only at a stockholders meeting;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | establish advance notice requirements for nominations for election to the board of directors or proposing matters that can be acted upon at
stockholders meetings; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | prohibit stockholders from calling a special meeting of stockholders.
| | - |  | ---------------------------------------------------------------------

We are also subject to Section 203 of the Delaware General Corporation Law, which provides, subject to certain exceptions, that if a
person acquires 15% of our voting stock, the person is an interested stockholder and may not engage in business combinations with us for a period of three years from the time the person acquired 15% or more or our voting
stock.



|ITEM 6. | EXHIBITS
|------- | --------

(a) Exhibits:



|     |  |                                                                             
|---- |  | ----------------------------------------------------------------------------
|     | 
|31.1 |  | Rule 13a  14(a) Certification by President and Chief Executive Officer     
|     | 
|31.2 |  | Rule 13a  14(a) Certification by Principal Financial and Accounting Officer
|     | 
|32.1 |  | Certification Pursuant to 18 U.S.C. Section 1350.                           



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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

Dated: May 6, 2011



SANGAMO BIOSCIENCES, INC./S/    H. WARD
WOLFFH. Ward WolffExecutive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)




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