0001193125-09-043753 Sample Contracts

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 3rd, 2009 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances)

This amendment dated and effective December 31, 2008 (this “Amendment”) hereby amends that certain Employment Agreement dated as of June 1, 1997 (the “Original Agreement”) by and between Sangamo BioSciences, Inc. (the “Company”), and Edward O. Lanphier II (the “Employee”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 3rd, 2009 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • California

Amended and Restated Employment Agreement (“Agreement”) made effective as of the 31st day of December 2008, by and between Sangamo BioSciences, Inc., a Delaware corporation (the “Company”), and H. Ward Wolff (“Executive”).

LICENSE AGREEMENT
License Agreement • March 3rd, 2009 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • California

THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of December 19, 2008 (the “Effective Date”) by and between SANGAMO BIOSCIENCES, INC., a Delaware corporation with offices at 501 Canal Blvd., Suite A100, Richmond, California 94804 (“Sangamo”), and PFIZER INC., a Delaware corporation having its principal place of business at 235 East 42nd Street, New York, New York 10017 (“Pfizer”). Sangamo and Pfizer may be referred to herein individually as a “Party”, and collectively as the “Parties.”

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