Standard Contracts
June 1, 1997Employment Agreement • March 14th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • California
AND-License Agreement • April 4th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • London
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
COMMON STOCKUnderwriting Agreement • April 4th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • New York
11,000,000 Shares of Common Stock par value $0.01 per share Underwriting AgreementUnderwriting Agreement • April 4th, 2019 • Sangamo Therapeutics, Inc • 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”):
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
EXHIBIT 4.2 SANGAMO BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT MARCH ___, 2000 TABLE OF CONTENTSInvestors' Rights Agreement • April 4th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • California
SANGAMO THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock 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”).
AND-Licensing Agreement • March 14th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • London
SANGAMO THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Common Stock Warrant Agreement • May 5th, 2021 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • New York
THIS COMMON 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”).
OPEN MARKET SALE AGREEMENT1Open Market Sale Agreement • 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 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”).
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:
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
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...Employment Agreement • April 5th, 2000 • Sangamo Biosciences Inc • 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
SANGAMO THERAPEUTICS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • April 24th, 2018 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • New York
THIS COMMON 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”).
SANGAMO THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities 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”).
SANGAMO THERAPUETICS, INC. INDEMNITY AGREEMENTIndemnification 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”).
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:
EXHIBIT 10.19 LICENSE AGREEMENTLicense Agreement • April 5th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • California
SANGAMO BIOSCIENCES, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 14th, 2013 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • California
5,080,000 Shares SANGAMO BIOSCIENCES, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 14th, 2005 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • New York
Sangamo BioSciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein to issue and sell to certain investors (each an “Investor” and, collectively, the “Investors”), an aggregate of up to 5,080,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company directly to the Investors. The aggregate of 5,080,000 shares of Common Stock so proposed to be sold is hereinafter referred to as the “Shares.” The Company desires to engage JMP Securities LLC and Piper Jaffray & Co. as its joint lead placement agents (the “Joint Lead Placement Agents”) and Leerink Swann & Company as its co-placement agent (the “Co-Placement Agent” and, collectively with the Joint Lead Placement Agents, the “Placement Agents”) in connection with such issuance and sale. The Shares are more fully described in the Registration Statement (as hereinafter defined).
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”).
SANGAMO BIOSCIENCES, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENTRestricted Stock Unit Issuance Agreement • June 14th, 2013 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • California
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”).
COMMON STOCK PURCHASE WARRANT SANGAMO THERAPEUTICS, INC.Common Stock Purchase Warrant • March 25th, 2024 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances) • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the registered holder hereof or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth herein, at any time on or after the Issue Date and until 5:00 p.m., New York time, on the Expiration Date (but not thereafter), to subscribe for and purchase from Sangamo Therapeutics, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of the Common Stock Purchase Warrants issued in connection with the transactions contemplated by that certain Securities Purchase Agreement, dated as of March 21, 2024, by and between the Company and the Holder (the “Purchase Agreement”).
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...Replacement Stock Option Agreement • 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...Triple Net Laboratory Lease • February 24th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • California
RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and between Sangamo BioSciences, Inc. and Juvenile Diabetes Research Foundation InternationalResearch, Development and Commercialization Agreement • April 28th, 2015 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • Delaware
This Agreement (this “Agreement”) is made on this 24th day of October, 2006, by and between Sangamo BioSciences, Inc., a Delaware corporation, with its principal office at 501 Canal Boulevard, Suite A100, Richmond, CA 94804 (“Sangamo”) and Juvenile Diabetes Research Foundation International, a Pennsylvania nonprofit corporation with its principal offices at 120 Wall Street, New York, NY 10005 (“JDRF”). This Agreement shall become effective on the Effective Date (as defined below). Sangamo and JDRF are each a “Party,” and, collectively, the “Parties.”
TENDER OFFER AGREEMENT BETWEEN TXCELL S.A. AND SANGAMO THERAPEUTICS, INC. Dated as of July 20, 2018Tender Offer Agreement • July 23rd, 2018 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances)
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, the Parties agree as follows:
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 • February 24th, 2000 • Sangamo Biosciences Inc • Services-commercial physical & biological research • California
SUBLICENSE AGREEMENTSublicense Agreement • April 22nd, 2010 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • New Jersey
JOHNSON & JOHNSON, a company organized under the laws of the State of New Jersey, U.S.A., and having executive offices at One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933-5501 (hereinafter called “LICENSOR”)
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”).
