UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 8, 2008
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SANGAMO BIOSCIENCES, INC.
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(Exact name of registrant specified in its charter)
Delaware 000-30171 68-0359556
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
501 Canal Blvd, Suite A100, Richmond, California 94804
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(Address of principal executive offices) (Zip Code)
Registrant's telephone, including area code: (510) 970-6000
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(Former name and former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On July 8, 2008, Sangamo BioSciences, Inc. ("Sangamo") entered into a
Research and License Agreement (the "Agreement") with F. Hoffmann-La Roche Ltd
and Hoffmann-La Roche Inc. (collectively, "Roche"), pursuant to which Sangamo
will provide Roche with access to aspects of Sangamo's proprietary zinc-finger
nuclease ("ZFN") technology. During an initial research term, Roche may use ZFNs
provided by Sangamo to generate ZFN-modified cell lines and animals having
targeted modifications in a specified gene in a specified species, solely for
research purposes. In addition, Roche has an option to receive an exclusive,
worldwide license to use such animals in the production of therapeutic and
diagnostic products. Sangamo has agreed not to transfer or license to third
parties the specific ZFNs provided to Roche under the Agreement, or derivatives
of such ZFNs.
In consideration for the rights and licenses granted to Roche, as well as
Sangamo's efforts in generating the specific ZFN materials provided to Roche,
Roche will pay Sangamo an initial research event fee, a payment upon delivery of
such ZFN materials, and ongoing research maintenance fees during the research
term. In the event that Roche exercises its option to receive a commercial
license, Roche will pay Sangamo an option exercise fee, payments upon the
achievement of certain clinical development milestones relating to products
produced under such commercial license, and royalties on sales of such products.
Pursuant to a License Agreement between Sangamo and Sigma-Aldrich
Corporation ("Sigma"), effective as of July 10, 2007, Sigma has the exclusive
right to offer certain services involving Sangamo's ZFN technology that are
covered under the Agreement. Notwithstanding this exclusive right, Sigma has
agreed that Sangamo may directly offer the ZFN-related services to Roche under
the Agreement and will in return receive a share of certain payments made to
Sangamo under the Agreement.
Item 7.01 Regulation FD Disclosure
On July 9, 2008, Sangamo issued a press release announcing the transaction
described in Item 1.01 above. A copy of the press release is attached as Exhibit
99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following document is filed as exhibit to this report:
99.1 Press Release of Sangamo Biosciences, Inc., dated July 9, 2008
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SANGAMO BIOSCIENCES, INC.
Date: July 9, 2008 By: /s/ EDWARD O. LANPHIER II
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Name: Edward O. Lanphier II
Title: Chief Executive Officer