Sangamo to Buy Ceregene

Sangamo BioSciences, Inc.(Nasdaq: SGMO) announced that it signed a definitive agreement to acquireCeregene, Inc., a privately held biotechnology company focused on developingadeno-associated virus (AAV) gene therapies.  Sangamo will host ateleconference at 8:30 am ET tomorrow, Tuesday, August 27, 2013, to discussthe acquisition and provide a general business overview."Ceregene is a leader in development and manufacturing of AAV-based therapieswith significant clinical development experience," said Edward Lanphier,Sangamo's president and CEO.  "Since their inception in 2001, the company hassafely treated over 115 subjects in four clinical trials. Sangamo has acquiredall of Ceregene's AAV assets including CERE-110, AAV delivery of nerve growthfactor (NGF) to the brain for the treatment of Alzheimer's disease.  CERE-110is being evaluated in a fully enrolled and fully funded Phase 2 clinicaltrial. In addition to the AAV platform, the assets also include one of theworld's largest databases of AAV GMP manufacturing know-how, toxicology data,and safety data from their human clinical trials, which will be an invaluableresource as we advance our ZFP Therapeutics."Under the terms of the definitive agreement Sangamo will issue to thestockholders of Ceregene 100,000 shares of Sangamo's common stock, whichrepresents less than 0.2 percent of Sangamo's total shares outstanding.  Inaddition, Sangamo has agreed to make contingent earn-out payments to thestockholders of Ceregene based upon revenues generated from license or salestransaction of certain existing products of Ceregene.  The acquisition isexpected to close in September 2013, subject to customary closing conditions. The Company does not expect the acquisition, including the ongoing Phase 2clinical trial, to have any impact on its financial guidance regarding 2013operating expenses or yearend cash.  A more detailed description of the termsof the definitive agreement is available in the Form 8-K filed by the Companywith the Securities and Exchange Commission on this date.Sangamo will receive over 120 issued, pending or in-licensed patents thatinclude patent families covering the AAV vector platform and manufacturingmethods, therapeutic transgenes, and technology for direct administration ofAAV to the brain.  Sangamo will also have access to GMP master cell banks,materials and manufacturing know-how that will expand its capabilities in AAVmanufacturing as well as a database of preclinical efficacy and toxicologystudies and other documentation supporting Ceregene's Investigational New Drug(IND) applications.  These materials provide valuable reference materials forSangamo in the preparation and filing of IND applications for its in vivo ZFPTherapeutics^®, particularly those that target the brain. In addition, Sangamowill acquire all of Ceregene's preclinical and clinical therapeutic programsincluding its ongoing double-blind, placebo-controlled Phase 2 trial toevaluate its NGF-AAV (CERE-110) in Alzheimer's disease (AD) and theproprietary needle device for brain delivery of AAV with supporting regulatorydocumentation and clinical experience.