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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 1, 2005
SANGAMO BIOSCIENCES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-30171 68-0359556
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(Commission File Number) (IRS Employer Identification No.)
501 Canal Blvd, Suite A100 Richmond, California 94804
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(Address of Principal Executive Offices) (Zip Code)
(510) 970-6000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective as of October 1, 2005, Sangamo BioSciences, Inc. ("Sangamo"),
entered into a Research License and Commercial Option Agreement with Dow
AgroSciences LLC ("DAS"), a wholly owned indirect subsidiary of Dow Chemical
Corporation. Under this agreement, Sangamo will provide DAS with access to
Sangamo's proprietary zinc finger DNA-binding protein ("ZFP") technology and the
exclusive right to use Sangamo's ZFP technology to modify the genomes or alter
the nucleic acid or protein expression of plant cells, plants, or plant cell
cultures. Sangamo will retain all rights to use plants or plant-derived products
to deliver ZFP transcription factors or nucleases into human or animals for
diagnostic, therapeutic, or prophylactic purposes. The press release announcing
the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Sangamo's agreement with DAS provides for an initial three-year
research term during which DAS and Sangamo will work together to validate and
optimize the application of Sangamo's ZFP technology to plants, plant cells and
plant cell cultures. A joint committee having equal representation from Sangamo
and DAS will oversee this research. During the initial three-year research term,
DAS will have the option to obtain a commercial license to sell products
incorporating or derived from plant cells generated using Sangamo's ZFP
technology, including agricultural crops, industrial products and plant-derived
biopharmaceuticals. This commercial license will be exclusive for all such
products other than animal and human health products. In the event that DAS
exercises this option, DAS may elect to extend the research program beyond the
initial three-year term on a year-to-year basis.
Pursuant to the Research License and Commercial Option Agreement, DAS
will make an initial cash payment to Sangamo of $7.5 million and will purchase
up to $4 million of Sangamo common stock in the next financing transaction
meeting certain criteria. In addition, DAS will provide between $4 and $6
million in research funding over the initial three-year research term and may
make up to an additional $4 million in research milestone payments to Sangamo
during this same period, depending on the success of the research program. In
the event that DAS elects to extend the research program beyond the initial
three-year term, DAS will provide additional research funding. If DAS exercises
its option to obtain a commercial license, Sangamo will be entitled to a
one-time exercise fee of $6 million as well as minimum annual payments totaling
up to $25.25 million, development and commercialization milestone payments for
each product, and royalties on sales of products. Furthermore, DAS will have the
right to sublicense Sangamo's ZFP technology to third parties for use in plant
cells, plants, or plant cell cultures, and Sangamo will be entitled to twenty
five percent (25%) of any cash consideration received by DAS under such
sublicenses.
Sangamo has agreed to supply DAS and its sublicensees with ZFP
transcription factors and/or nucleases for both research and commercial use. If
DAS exercises its option to obtain a commercial license, DAS may request that
Sangamo transfer, at DAS's expense, the ZFP manufacturing technology to DAS or
to a mutually agreed-upon contract manufacturer.
The Research License and Commercial Option Agreement will terminate
automatically if DAS fails to exercise its option for a commercial license by
end the initial three-year research term. DAS may also terminate the agreement
at the end of the second year of the initial research term if the joint
committee overseeing the research determines that disappointing research results
have made it unlikely that DAS will exercise the option; Sangamo is guaranteed
to receive $4 million in research funding from DAS prior to such a termination.
Following DAS's exercise of the option and payment of the exercise fee, DAS may
terminate the agreement at any time. In addition, each party may terminate the
agreement upon an uncured material breach of the other party. In the event of
any termination of the agreement, all rights to use Sangamo's ZFP technology
will revert to Sangamo, and DAS will no longer be permitted to practice
Sangamo's ZFP technology or to develop or, except in limited circumstances,
commercialize any products derived from Sangamo's ZFP technology.
The performance of the Research License and Commercial Option Agreement
and the benefits that may be derived by Sangamo from this agreement are subject
to many uncertainties and other factors. A description of some of the
uncertainties and other factors that could impact the Research License and
Commercial Option Agreement and Sangamo are set forth in Exhibit 99.2 to this
Current Report on Form 8-K, which is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following documents are filed as exhibits to this report:
99.1 Press Release, dated October 5, 2005.
99.2 Uncertanties and Other Factors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATE: October 5, 2005
SANGAMO BIOSCIENCES, INC.
By: /s/ EDWARD O. LANPHIER II
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Edward O. Lanphier II
President, Chief Executive Officer