NOTE : Portions of this Exhibit are the subject of a Confidential Treatment Request by the
Registrant to the Securities and Exchange Commission. Such portions have been redacted and are
marked with a “[***]” in place of the redacted language.
THIRD AMENDMENT TO
This is the Third Amendment to the License Agreement (the “Agreement”) between Sangamo
BioSciences, Inc. (“Sangamo”) and Baxter Healthcare Corporation (“Baxter”), dated January 11, 2000. This
Third Amendment shall be effective as of August 14, 2003.
WHEREAS , the Agreement was assigned by Baxter to Edwards Lifesciences LLC (“Edwards”)
pursuant to a Reorganization Agreement between Baxter International Inc. and Edwards Lifesciences
Corporation dated March 31, 2000;
WHEREAS , a First Amendment to the License Agreement (“First Amendment”) was entered into by
Sangamo and Edwards effective October 16, 2001; and
WHEREAS , a Second Amendment to the License Agreement (“Second Amendment”) was entered
into by Sangamo and Edwards effective November 14, 2002.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Agreement is hereby amended as follows:
1. Delete paragraph 4.2.2 from the Second Amendment to the License Agreement and insert the
following new paragraph 4.2.2:
4.2.2 Within thirty (30) days of the first achievement of each of the following research and
development milestones, EDWARDS shall pay to SANGAMO the following milestone payments:
(a) One million four hundred thousand dollars ($1,400,000) upon delivery to
EDWARDS by SANGAMO of data satisfactory to both Parties demonstrating the development of a
lead ZFP therapeutic product candidate and supporting pre-clinical data in a therapeutically-relevant
angiogenesis animal model;