Item  1.02   Termination of a Material Definitive Agreement

     As previously disclosed in a Form 8-K filed by Sangamo BioSciences, Inc. (“Sangamo”) on December 4, 2006 (the “December 4, 2006 Form 8-K”), Sangamo entered into an Asset Purchase Agreement with Edwards Lifesciences LLC, a Delaware limited liability company (“Edwards”), dated as of December 1, 2006, to acquire all of the assets in Edwards’ angiogenesis program, including regulatory filings, clinical data, and GMP product (the “Transaction”). The Transaction closed on December 22, 2006 (the “Closing Date”).

     In connection with the Transaction, Sangamo and Edwards entered into a termination agreement, pursuant to which on the Closing Date, the License Agreement, dated as of January 11, 2000, between Sangamo and Baxter Healthcare Corporation, Edwards’ predecessor in interest (“Baxter”), including all amendments thereto, the Research Funding Agreement, dated as of January 11, 2000, between Sangamo and Baxter, including all amendments thereto, and all rights and obligations under such agreements were terminated.

Item 2.01   Completion of Acquisition or Disposition of Assets

     The disclosures set forth in Item 1.02 above and in Item 1.01 of the December 4, 2006 Form 8-K are incorporated herein by reference. Sangamo completed the Transaction on December 22, 2006.

Item 9.01.   Financial Statements and Exhibits.

(d)

Exhibits. The following document is filed as exhibit to this report:

2.1

Asset Purchase Agreement, dated December 1, 2006, between Sangamo BioSciences, Inc. and Edwards Lifesciences LLC*

*Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Sangamo BioSciences, Inc. hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC.

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.