Item 1.01. Entry into a Material Definitive Agreement.  

     On April 2, 2008, Sangamo BioSciences, Inc. (“Sangamo”) entered into a License Agreement (the “Agreement”) with Open Monoclonal Technology, Inc. (“OMT”), pursuant to which Sangamo will grant a royalty-bearing, non-exclusive, sublicensable worldwide license to OMT for the commercial use of a transgenic animal generated using Sangamo’s proprietary zinc finger DNA–binding protein (“ZFP”) technology. In addition, Sangamo has agreed not to transfer ZFPs to third parties for commercial uses similar to OMT’s intended use under the Agreement.

     In consideration of the license and rights granted to OMT, OMT will pay Sangamo an upfront license fee, payments upon the achievement of certain clinical development milestones, a share of payments received by OMT from sublicensees, and royalties on sales of any products developed using Sangamo’s ZFP technology (“OMT Product”). For any given OMT Product, OMT has the right to buy out its future royalty payment obligations under the Agreement by paying a lump sum fee to Sangamo.

Item 7.01 Regulation FD Disclosure

     On April 7, 2008, Sangamo 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 exhibit to this report:

99.1

Press Release of Sangamo Biosciences, Inc., dated April 7, 2008

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.