THE SCHEDULE FORM OF OPTION AGREEMENTOption Agreement • July 5th, 2001 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • England
1 2 HOPKINS to enter into this Agreement that LICENSEE shall commit itself to a thorough, vigorous and diligent program of exploiting the Patent Rights so that public utilization shall result therefrom;License Agreement • April 4th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • Maryland
EXHIBIT 4.2 SANGAMO BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT MARCH ___, 2000 TABLE OF CONTENTSRights Agreement • April 4th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • California
1 EXHIBIT 10.4 SANGAMO BIOSCIENCES, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this [Day] day of [MoYear] between Sangamo BioSciences, Inc., a Delaware corporation (the "Company"), and...Indemnification Agreement • February 24th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • Delaware
6,700,000 Shares Sangamo BioSciences, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2011 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • New York
11,000,000 Shares of Common Stock par value $0.01 per share Underwriting AgreementSangamo Therapeutics, Inc • April 4th, 2019 • Biological products, (no disgnostic substances) • New York
Sangamo Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 11,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,650,000 shares of Common Stock (the “Option Shares”) to cover over-allotments, if any. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SANGAMO THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • May 5th, 2021 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [•], 20__, among SANGAMO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
SANGAMO THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • May 5th, 2021 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SANGAMO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
COMMON STOCKSangamo Biosciences Inc • April 4th, 2000 • Services-commercial physical & biological research • New York
SANGAMO THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • May 5th, 2021 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SANGAMO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
10,000,000 Shares SANGAMO THERAPEUTICS, INC. Common Stock, $0.01 par value UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2017 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • New York
SANGAMO THERAPEUTICS, INC. AMENDED AND RESTATED AT-THE-MARKET OFFERING PROGRAM SALES AGREEMENTSales Agreement • May 26th, 2017 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • New York
Sangamo Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
1 EXHIBIT 10.18 [Sangamo letterhead] March 17, 2000 Alan Wolffe, Ph.D. 10209 Summit Avenue Kensington, MD 20895 Dear Alan: This will constitute the employment agreement between you and Sangamo BioSciences, Inc. (the "Company") following your...Sangamo Biosciences Inc • April 5th, 2000 • Services-commercial physical & biological research
2 3 (b) "CONTROL", "CONTROL(S)" or "CONTROLLED" shall refer to direct or indirect beneficial ownership of at least fifty percent (50%) of the voting stock of a corporation or other business entity, or a fifty percent (50%) or greater interest in the...Sublicense Agreement • April 5th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • New Jersey
OPEN MARKET SALE AGREEMENT1Open Market Sale • August 5th, 2020 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • New York
SANGAMO THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFSecurities Warrant Agreement • April 24th, 2018 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SANGAMO THERAPEUTICS, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
EXHIBIT 10.19 LICENSE AGREEMENTLicense Agreement • April 5th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • California
AND-Sangamo Biosciences Inc • April 4th, 2000 • Services-commercial physical & biological research • London
SANGAMO THERAPUETICS, INC. INDEMNITY AGREEMENTIndemnity Agreement • May 11th, 2020 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of May __, 2020, is made by and between SANGAMO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [_________________] (“Indemnitee”).
June 1, 1997Dollar Life Insurance Agreement • March 14th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • California
EFFECTIVE DATE: JULY 4, 2001 SANGAMO BIOSCIENCES, INC. REPLACEMENT STOCK OPTION AGREEMENT Dear (Name): As you know, on July 4, 2001 (the "Closing Date") Sangamo BioSciences, Inc. ("Sangamo") acquired Gendaq Limited ("Gendaq") (the "Acquisition"). In...Effective • July 5th, 2001 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances)
As you know, on July 4, 2001 (the "Closing Date") Sangamo BioSciences, Inc. ("Sangamo") acquired Gendaq Limited ("Gendaq") (the "Acquisition"). In the Acquisition, each share of Gendaq common stock was exchanged for 1.13969 of a share of Sangamo common stock (the "Exchange Ratio"). On the Closing Date you held one or more outstanding options to purchase shares of Gendaq Limited common stock granted to you under the Gendaq Limited 2001 Enterprise Management Incentive Share Option Plan (the "Plan") and documented with a Stock Option Agreement(s) (the "Option Agreement") issued to you under the Plan (the "Gendaq Options"). In accordance with the Acquisition, on the Closing Date Sangamo has agreed to grant you a new option in replacement of your prior Gendaq stock option (the "Replacement Option").
1 EXHIBIT 10.5 POINT RICHMOND R & D II, AN LLC. TRIPLE NET LABORATORY LEASE This Lease is made and entered into as of May 23, 1997, between Point Richmond R & D II, an LLC, a California Limited Liability Corporation ("Landlord"), and Sangamo...Sangamo Biosciences Inc • February 24th, 2000 • Services-commercial physical & biological research • California
SANGAMO BIOSCIENCES, INC. 3,000,000 SHARES CONTROLLED EQUITY OFFERINGSM SALES AGREEMENTSales Agreement • May 18th, 2007 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • New York
SANGAMO BIOSCIENCES, INC., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:
SANGAMO BIOSCIENCES, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 14th, 2013 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • California
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2021 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • California
Employment Agreement (“Agreement”) made as of the 6th day of January 2021 by and between Sangamo Therapeutics, Inc., a Delaware corporation (the “Company”), and Robert J. Schott (“Executive”) (collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2017 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • California
Employment Agreement (“Agreement”) made as of the first day of November, 2016 by and between Sangamo BioSciences, Inc., a Delaware corporation (the “Company”), and Edward R. Conner (“Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 6th, 2015 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this [ ] day of [ ], 2015, by and between Sangamo BioSciences, Inc., a Delaware corporation (the “Company”), and the indemnitee named on the signature page hereto (the “Indemnitee”).
SANGAMO BIOSCIENCES, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENTRestricted Stock Unit Issuance Agreement • June 14th, 2013 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • California
2- 3 acquire or develop the facilities, equipment, materials and processes needed for GMP manufacture of such Licensed Product. Whether or not a pending patent application, issued patent, facility, equipment, materials or process is needed for...License Agreement • April 4th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • California
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 1st, 2019 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • California
Employment Agreement (“Agreement”) made as of the 17th day of January, 2018 by and between Sangamo Therapeutics, Inc., a Delaware corporation (the “Company”), and Heather Turner (“Executive”) (2collectively, the “Parties”).
RESEARCH COLLABORATION AND LICENSE AGREEMENTResearch Collaboration and License Agreement • April 24th, 2018 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • New York
This Research Collaboration and License Agreement (the “Agreement”) is entered into as of December 28, 2017 (the “Effective Date”), by and between Pfizer Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at 235 East 42nd Street, New York, NY 10017 (“Pfizer”) and Sangamo Therapeutics, Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at 501 Canal Blvd., Richmond, CA 94804 (“Sangamo”). Pfizer and Sangamo may each be referred to herein individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER by and among SANGAMO BIOSCIENCES, INC. CG ACQUISITION SUB, INC. and CEREGENE, INC. and HAMILTON BIOVENTURE SERVICES, INC., as Stockholders’ Representative Dated as of August 23, 2013Agreement and Plan of Merger • October 7th, 2013 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances)
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of August 23, 2013, is by and among Sangamo BioSciences, Inc. a Delaware corporation (“Parent”), CG Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Ceregene, Inc., a Delaware corporation (the “Company”), and, Hamilton BioVenture Services, Inc. solely in its capacity as representative of the Company Stockholders (the “Stockholders’ Representative”). Capitalized terms used in this Agreement are defined in Section 11.1, or in the applicable Section of this Agreement to which reference is made in Section 11.1.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 4th, 2021 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • California
Employment Agreement (“Agreement”) made effective as of the 2nd day of August 2021 by and between Sangamo Therapeutics, Inc., a Delaware corporation (the “Company”), and Scott B. Willoughby (“Executive”) (collectively, the “Parties”).
EXHIBIT 10.9 ZFP MATERIAL TRANSFER AGREEMENT THIS ZFP CUSTOM SYNTHESIS AGREEMENT (the "Agreement") dated as of March 8, 1999 ("Effective Date"), is entered into between SANGAMO BIOSCIENCES, INC., a Delaware corporation ("Sangamo"), having a place of...Material Transfer Agreement • April 5th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • California
AMENDMENT NO. 2 TO OPEN MARKET SALE AGREEMENT December 23, 2022Open Market Sale Agreement • December 23rd, 2022 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances)
This Amendment No. 2 (“Amendment No. 2”) amends that certain Open Market Sale AgreementSM, dated as of August 5, 2020, as amended by Amendment No. 1 (“Amendment No. 1”) to Open Market Sale AgreementSM, dated as of May 5, 2021 (the “Agreement”), by and between Sangamo Therapeutics, Inc. (the “Company”) and Jefferies LLC, as sales agent and/or principal (the “Agent”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Agreement.
