8-K

                                  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): April 27, 2007
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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          (Commission File Number)        (I.R.S. Employer
    jurisdiction of                                          Identification No.)
     incorporation)

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)

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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 April 27, 2007, Sangamo BioSciences, Inc. ("Sangamo") entered into a
Research and License Agreement (the "Agreement") with Genentech, Inc.
("Genentech"), pursuant to which Sangamo will provide Genentech with access to
Sangamo's certain proprietary zinc-finger nuclease ("ZFN") technology for use in
mammalian cell-based protein pharmaceutical production.

      Under the Agreement, Sangamo agrees to develop, validate, and optimize
ZFNs capable of making certain targeted modifications to the genome of Genentech
cell lines. Upon successful development of such ZFNs, Sangamo will transfer
these ZFNs and the modified cell lines to Genentech and will provide technical
support to Genentech with respect to the use of the transferred ZFN technology.
If successful, Genentech may use Sangamo's ZFNs to generate cell lines with
novel characteristics for protein pharmaceutical production purposes. In
addition, Genentech has the right to generate the same targeted modifications in
the Genentech cell lines using either Sangamo's ZFN technology or any other
technology that is covered by Sangamo's intellectual property rights.

      In consideration for the rights and licenses granted to Genentech, as well
as Sangamo's development efforts, Genentech will pay Sangamo an upfront fee, an
ongoing technology access fee, and certain payments upon achievement of
specified milestones relating to the research of ZFNs and the development and
commercialization of products manufactured using a modified cell line created by
ZFN technology or other technology covered by Sangamo's intellectual property
rights

Item 7.01  Regulation FD Disclosure

      On April 30, 2007, the Company 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 exhibits to this report:

      99.1  Press Release of Sangamo Biosciences, Inc., dated April 30, 2007





                                   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: April 30, 2007                          By:
                                                  ------------------------------
                                              Name:    Edward O. Lanphier
                                              Title:   Chief Executive Officer

EX-99.1

                                                                    Exhibit 99.1


Sangamo BioSciences Announces Research and License Agreement With Genentech for
              ZFP Technology for Protein Pharmaceutical Production

      RICHMOND, Calif., April 30 /PRNewswire-FirstCall/ -- Sangamo BioSciences,
Inc. (Nasdaq: SGMO) today announced that it had entered into a Research and
License Agreement with Genentech, Inc. Under this agreement, Sangamo will
provide Genentech with access to Sangamo's proprietary zinc finger DNA-binding
protein (ZFP) technology and will design and engineer ZFP nucleases (ZFN(TM))
for Genentech to evaluate and potentially use to generate cell lines with novel
characteristics for protein pharmaceutical production purposes. Financial terms
of the agreement were not disclosed.

      "We are very pleased to be able to provide Genentech, a leader in the
discovery, development, commercialization and manufacturing of biotherapeutics,
with a non-exclusive, research and commercial license to certain aspects of our
ZFP technology," said Edward Lanphier, Sangamo's president and chief executive
officer. "We have engineered ZFNs to facilitate the efficient generation of
production cell lines with altered traits. Our technology has the potential to
change the speed and efficiency of cell engineering to meet the increased demand
for proteins in a variety of industries including pharmaceutical protein
manufacturing."

      ZFPs are the dominant class of naturally occurring transcription factors
in organisms from yeast to humans. Transcription factors, which are found in the
nucleus of every cell, bind to DNA to regulate gene expression. Though there are
many kinds of transcription factors, only ZFPs are amenable to engineering and
precise targeting to a particular gene or genes of interest. ZFNs are engineered
forms of ZFPs that also contain a nuclease component, which can induce
modification of a target gene of interest.

      About Sangamo BioSciences, Inc.

      Sangamo BioSciences, Inc. is focused on the research and development of
novel DNA-binding proteins for therapeutic gene regulation and modification. The
most advanced ZFP Therapeutic(TM) development program is currently in Phase 2
clinical trials for evaluation of safety and clinical effect in patients with
diabetic neuropathy. Phase 1 clinical trials are ongoing to evaluate a ZFP
Therapeutic for peripheral artery disease. Other therapeutic development
programs are focused on HIV/AIDS, neuropathic pain, cancer, nerve regeneration,
ischemic heart disease and monogenic diseases. Sangamo's core competencies
enable the engineering of a class of DNA-binding proteins known as zinc finger
DNA-binding proteins (ZFPs). By engineering ZFPs that recognize a specific DNA
sequence Sangamo has created ZFP transcription factors (ZFP TF(TM)) that can
control gene expression and, consequently, cell function. Sangamo is also
developing sequence-specific ZFP Nucleases (ZFN(TM)) for therapeutic gene
modification as a treatment for a variety of monogenic diseases, such as
X-linked SCID and hemophilia, and for infectious diseases, such as HIV. Sangamo
has established several Enabling Technology Agreements with companies to apply
its ZFP Technology to enhance the production of protein pharmaceuticals.
Research at Sangamo is partially funded by an Advanced Technology Program (ATP)
grant awarded by the National Institute of Standards and Technology (NIST). For
more information about Sangamo, visit the company's web site at
http://www.sangamo.com/ .

      This press release may contain forward-looking statements based on
Sangamo's current expectations. These forward-looking statements include,
without limitation, references to the research and development of novel ZFP TFs
and ZFNs, clinical trials and therapeutic applications of Sangamo's ZFP
technology platform. Actual results may differ materially from these
forward-looking statements due to a number of factors, including technological
challenges, Sangamo's ability to develop commercially viable products and
technological developments by our competitors. See the company's SEC filings,
and in particular, the risk factors described in the company's Annual Report on
Form 10-K and its most recent 10-Q. Sangamo assumes no obligation to update the
forward-looking information contained in this press release.

SOURCE Sangamo BioSciences, Inc.
04/30/2007

CONTACT: Elizabeth Wolffe, Ph.D. of Sangamo BioSciences, Inc., +1-510-970-6000,
ext. 271, or ewolffe@sangamo.com; or Justin Jackson (media) of Burns McClellan,
Inc., +1-212-213-0006/ /Web site: http://www.sangamo.com/ (SGMO)