LICENSE AGREEMENT

Exhibit 10.25

NOTE: Portions of this Exhibit are the subject of a Confidential Treatment Request by the Registrant to the Securities and Exchange Commission (the “Commission”). Such portions have been redacted and are marked with a “[***]” in the place of the redacted language. The redacted information has been filed separately with the Commission.

L ICENSE A GREEMENT

T HIS L ICENSE A GREEMENT (the “ Agreement ”) is made and entered into effective as of December 19, 2008 (the “ Effective Date ”) by and between S ANGAMO B IO S CIENCES , I NC . , a Delaware corporation with offices at 501 Canal Blvd., Suite A100, Richmond, California 94804 (“ Sangamo ”), and P FIZER I NC . , a Delaware corporation having its principal place of business at 235 East 42 ^nd Street, New York, New York 10017 (“ Pfizer ”). Sangamo and Pfizer may be referred to herein individually as a “Party”, and collectively as the “Parties.”

R ECITALS

W HEREAS , Sangamo has expertise in and owns or controls proprietary technology relating to zinc finger nucleases and their use to alter the genomes and protein expression capabilities of organisms and cells, including animals and animal cells;

W HEREAS , pursuant to that certain Agreement between the Parties, dated December 17, 2004 (the “ 2004 Agreement ”), Sangamo prepared certain genetically modified cell lines using its zinc finger nuclease technology and provided these cell lines to Pfizer solely for research purposes; and

W HEREAS , pursuant to that certain Agreement between the Parties, dated December 16, 2005, as amended December 13, 2006 (the “ 2005 Agreement”), Sangamo granted Pfizer a license to use Sangamo’s zinc finger nuclease technology to generate certain other genetically modified cell lines for research purposes; and

W HEREAS , Pfizer now desires a license from Sangamo that would permit Pfizer to use genetically modified cell lines having a specific genomic alteration to generate proteins for clinical and commercial purposes as components of Pfizer’s human therapeutic products, and Sangamo is willing to provide such license under the terms and conditions of this Agreement.

N OW T HEREFORE , in consideration of the foregoing and the covenants and promises contained herein, the Parties agree as follows:

 

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ARTICLE 1

D EFINITIONS

As used in this Agreement, the following capitalized terms will have the following meanings:

1.1 “Affiliate” means, with respect to a particular Party, any other person or entity that directly or indirectly controls, is controlled by, or is in common control with such Party. As used in this Section 1.1, the term “controls” (with correlative meanings for the terms “controlled by” and “under common control with”) means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of entity, or the possession, directly or indirectly, of the power to direct the management or policies of the entity, whether through the ownership of voting securities, by contract, or otherwise.

1.2 “Confidential Information” means each Party’s confidential information, inventions, non-public know-how or non-public data disclosed pursuant to this Agreement, the Prior Agreements, or any other any confidentiality agreement between the Parties and will include, without limitation, manufacturing, marketing, financial, personnel and other business information and plans, whether in oral, written, graphic or electronic form and which is marked “Confidential” at the time of disclosure or, if disclosed in a form other than in writing, which the disclosing Party declares to be confidential at the time of disclosure and confirms such delcaration in writing within thirty (30) days of disclosure.

1.3 “Control” means, with respect to an item of Information or an intellectual property right, that a Party owns or has a license to such item or right and has the ability to disclose such item or grant a license or sublicense as provided for in this Agreement under such item or right without violating the terms of any agreement or other arrangement with any Third Party.

1.4 “Designated Gene” means the glutamine synthetase gene.

1.5 “Executive Officer” means the chief executive officer (“CEO”) of the applicable Party, or another senior executive officer of such Party who has been duly appointed by the Party’s CEO or the Party’s board of directors to act as the representative of the Party.

 

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1.6 “Field” means all human therapeutic uses.

1.7 “Information” means information, results, samples and data of any type whatsoever, in any tangible or intangible form whatsoever, including without limitation, databases, inventions, practices, methods, techniques, specifications, formulations, formulae, knowledge, know-how, skill, experience, test data including pharmacological, biological, chemical, biochemical, toxicological and clinical test data, analytical and quality control data, stability data, studies and procedures, and patent and other legal information or descriptions.

1.8 “Pfizer Product” means any Pfizer product that is created or produced through use or practice of Sangamo IP Rights for use in the Field that contains any antibodies or other proteins created or produced through the use of a ZFN Modified Cell Line and does not contain therapeutically relevant quantities of any ZFN Modified Cell Line or any ZFN.

1.9 “Patents” means (a) all patents and patent applications (including provisional applications), (b) any substitutions, divisions, continuations, continuations-in-part, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates and the like of the foregoing, and (c) any foreign or international equivalents of any of the foregoing.

1.10 “Prior Agreement” means the 2004 Agreement or the 2005 Agreement.

1.11 “Sangamo IP Rights” means the Sangamo Patents and the Sangamo Know-How.

1.12 “Sangamo Know-How” means all Information (other than Sangamo Patents) that (a) is Controlled by Sangamo as of the Effective Date and (b) is reasonably required or useful for (i) the use of the Sangamo Reagents to generate ZFN Modified Cell Lines or (ii) the use of the ZFN Modified Cell Lines in the Field.

1.13 “Sangamo Patents” means all Patents that:

(a) are Controlled by Sangamo or its Affiliates as of the Effective Date; and

 

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(b) claim or cover (i) the Sangamo Reagents or the ZFN Modified Cell Lines; (ii) the use of the Sangamo Reagents to generate ZFN Modified Cell Lines or (iii) the use of the ZFN Modified Cell Lines in the Field.

As of the Effective Date, the Sangamo Patents include, without limitation, the Patents listed in Exhibit A.

1.14 “Sangamo Reagents” are those ZFN-related reagents that were supplied by Sangamo to Pfizer under the Prior Agreement.

1.15 “Sangamo Technology” means the Sangamo Reagents, Information, methods, and other reagents (a) delivered by Sangamo to Pfizer under this Agreement or the Prior Agreement and (b) necessary or useful for generating a CHO cell line that contains one or more targeted alterations in the genomic DNA (when compared with the parental cell line from which it was derived) at the Designated Gene.

1.16 “Select Sangamo Licensors” means the Massachusetts Institute of Technology and its trustees, directors, officers, employees and affiliates; and Johns Hopkins University and its trustees, officers, employees, students and affiliates.

1.17 “Third Party” means any individual or entity other than the Parties or their respective Affiliates.

1.18 “Territory” means the entire world.

1.19 “ZFN Modified Cell Line” means a CHO cell line that contains one or more targeted alterations in the genomic DNA (when compared with the parental cell line from which it was derived) at the Designated Gene, where such alteration(s) at the Designated Gene is (are) the result of using Sangamo Technology.

1.20 “ZFN” means a zinc-finger nuclease protein, or a nucleic acid encoding and capable of expressing such protein in a cell or tissue.

 

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ARTICLE 2

L ICENSE G RANT

2.1 Licenses to Pfizer. Subject to the terms and conditions of this Agreement (including Pfizer’s payment of the amount set forth in Section 3.1), Sangamo hereby grants to Pfizer and Pfizer’s Affiliates a worldwide, fully paid (subject to Section 3.1), perpetual, royalty free, irrevocable (subject to Section 8.4), non-exclusive license under the Sangamo IP Rights (a) to use the Sangamo Reagents to modify CHO cell lines to generate ZFN Modified Cell Lines; and (b) to use ZFN Modified Cells Lines generated under the license granted in Section 2.1(a) or the Prior Agreements to make, have made, use, sell, have sold, import and export Pfizer Products solely in the Field. Notwithstanding anything to the contrary in this Agreement, such license does not include (i) a license to alter any genomic DNA other than the genomic DNA of the Designated Gene or (ii) a license to make any protein that is not a component of a Pfizer human therapeutic product.

2.2 Sublicensing; Transfer of ZFN Modified Cell Lines. Neither Pfizer nor Pfizer’s Affiliates may sublicense the rights granted under Section 2.1 or transfer the ZFN Modified Cell Lines to any Third Party without Sangamo’s written consent, which may be withheld by Sangamo at its sole discretion. Notwithstanding the foregoing, Pfizer is permitted to transfer ZFN Modified Cell Lines to a contract manufacturer solely for use in the Field on behalf of Pfizer. Pfizer shall promptly notify Sangamo in writing of any such transfer and will remain fully responsible for such contract manufacturer’s compliance with the terms and conditions of this Agreement.

2.3 No Non-Permitted Use. Pfizer hereby covenants that it shall not, nor shall it permit any Affiliate or licensee, to use or practice, directly or indirectly, any Sangamo IP Rights, Sangamo Technology, or ZFN Modified Cell Lines for any purposes other than those expressly permitted by this Agreement, except as granted under a Prior Agreement.

2.4 No Prohibition on Sangamo. Nothing in this Agreement will prevent Sangamo from making, using, offering for sale, selling, or importing ZFNs for all purposes (including for purposes in the Field), and to grant to Third Parties the right to do the same.

 

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2.5 Upstream Licenses. The license granted to Pfizer hereunder includes sublicenses under intellectual property licensed to Sangamo under agreements with Third Parties (“ Upstream Licenses ”), including the agreements identified in Exhibit B. The license granted to Pfizer hereunder is subject to certain rights retained under the Upstream Licenses identified in Exhibit B by the respective licensors, as set forth in Exhibit C. Certain key terms of the Upstream Licenses are reproduced in Exhibit D.

2.6 Third Party Licenses. Pfizer shall be solely responsible for obtaining, at its sole expense, any other licenses from Third Parties that Pfizer determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Pfizer Products.

2.7 Compliance with Law. Each Party shall comply, and shall ensure that its Affiliates, licensees and Third Party contractors comply, with all applicable laws, regulations, and guidelines, including without limitation those relating to the transport, storage, and handling of Sangamo Reagents and ZFN Modified Cell Lines.

ARTICLE 3

C OMPENSATION

3.1 License Fee. Pfizer shall pay Sangamo Three Million Dollars ($3,000,000) no later than December 30, 2008. Any payment made under this Section 3.1 will be non-creditable and non-refundable.

3.2 Acknowledgement. The Parties acknowledge and agree that the payment set forth in Section 3.1 is in full consideration for, and represents all royalties, milestones, and other payments payable to Sangamo hereunder as compensation for, the rights granted under this Agreement.

3.3 Method of Payment. All payments due to Sangamo under this Agreement will be paid in United States dollars by wire transfer to a bank in the U.S. designated in writing by Sangamo. All references to “dollars” or “$” herein will refer to United States dollars.

 

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3.4 Late Payments. Any amount owed by Pfizer to Sangamo under this Agreement that is not paid within the applicable time period set forth herein will accrue interest at the lower of (a) two percent (2%) per annum above the then-applicable prime commercial lending rate of Citibank, N.A., in San Francisco, California, or (b) the highest rate permitted under applicable law.

ARTICLE 4

I NTELLECTUAL P ROPERTY

4.1 Ownership. Subject to the license granted under Section 2.1, all rights in the Sangamo IP Rights will remain with Sangamo.

4.2 Patent Prosecution. Sangamo will have the sole right, but not the obligation, to conduct and control the filing, prosecution and maintenance of the Sangamo Patents. At the reasonable request of Sangamo, Pfizer will cooperate with Sangamo in connection with such filing, prosecution, and maintenance, at Sangamo’s expense. Pfizer will be free to file, prosecute, and maintain Patents directed to inventions solely owned by Pfizer or Pfizer’s Affiliates, including such inventions invented as a result of practicing the licenses granted herein. Notwithstanding the foregoing, under no circumstances shall Pfizer use the Sangamo Know-How, Sangamo Reagents, or any Confidential Information of Sangamo to support the filing of a patent application in any country in the world that contains claims directed to the generation of ZFNs or the use of ZFNs to engineer cells, cell lines, or whole organisms, provided that the foregoing shall not be interpreted as preventing Pfizer from disclosing the generation of ZFNs or use of ZFNs for the purpose of supporting claims directed to a ZFN Modified Cell Line or a Pfizer Product, either of which is invented by Pfizer or Pfizer’s Affiliates.

4.3 Infringement of Patents by Third Parties. Sangamo will have the sole right, but not the obligation, to take appropriate action against any person or entity directly or indirectly infringing any Sangamo Patent (or asserting that a Sangamo Patent is invalid or unenforceable) (collectively, “ Infringement ”), either by settlement or lawsuit or other appropriate action. Pfizer shall reasonably cooperate with Sangamo with respect to the investigation and prosecution of any alleged, threatened, or actual Infringement, at Sangamo’s expense. Pfizer shall promptly notify Sangamo in writing of any alleged, threatened, or actual Infringement of which Pfizer becomes aware.

 

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ARTICLE 5

C ONFIDENTIALITY

5.1 Confidentiality. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees that, for the term of this Agreement and for seven (7) years thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any Confidential Information disclosed to it by the other Party pursuant to this Agreement, except to the extent that the receiving Party can demonstrate by competent evidence that specific Confidential Information:

(a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party;

(b) was generally available to the public or part of the public domain at the time of its disclosure to the receiving Party;

(c) became generally available to the public or part of the public domain after its disclosure to the receiving Party and other than through any act or omission of the receiving Party in breach of this Agreement;

(d) was disclosed to the receiving Party by a Third Party who had no obligation to the disclosing Party not to disclose such information to others, other than under an obligation of confidentiality to the Third Party; or

(e) was independently discovered or developed by the receiving Party without the use of Confidential Information belonging to the disclosing Party, as documented by the receiving Party’s contemporaneous written records.

 

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5.2 Authorized Disclosure. Notwithstanding the limitations in this Article 5, either Party may disclose the Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances:

(a) complying with applicable laws or regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such disclosure and reasonably cooperates with the other Party in the other Party’s attempt to obtain a protective order preventing or limiting the disclosure, or requiring that the Confidential Information be used only for the purposes for which the law or regulation required, or for which the order was issued;

(b) disclosure to investors and potential investors, acquirers, or merger candidates who are under an obligation of confidentiality no less restrictive than the confidentiality terms of this Agreement, provided that such disclosure is used solely for the purpose of evaluating such investment, acquisition, or merger (as the case may be); and

(c) disclosure on a need-to-know basis to Affiliates, licensees, sublicensees, employees, consultants or agents who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 5.

5.3 Publicity. The Parties agree that the public announcement of the execution of this Agreement will be substantially in the form of the press release attached as Exhibit E. Any material changes in the text of Exhibit E will require written approval by both Parties prior to release.

5.4 Terms of the Agreement. Each Party shall treat the terms of this Agreement as the Confidential Information of other Party, subject the exceptions set forth in Section 5.2. Notwithstanding the foregoing, Pfizer acknowledges that Sangamo may be obligated to file a copy of this Agreement with the United States Securities and Exchange Commission (the “ SEC ”). Sangamo will be entitled to make such a required filing, provided that it requests confidential treatment of certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to it. In the event of any such filing, Sangamo shall provide Pfizer with a copy of the Agreement marked to show provisions for

 

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which Sangamo intends to seek confidential treatment and shall reasonably consider and incorporate Pfizer’s comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. Pfizer shall promptly provide any such comments. Pfizer recognizes that United States laws and SEC policies and regulations to which Sangamo is and may become subject may require such filing Party to publicly disclose certain terms of this Agreement, and that Sangamo is, after completing the above mentioned procedures, entitled hereunder to make such required disclosures to the extent legally required.

ARTICLE 6

R EPRESENTATIONS A ND W ARRANTIES

6.1 Representations and Warranties of Pfizer. Pfizer hereby represents and warrants to Sangamo that, as of the Effective Date:

(a) Corporate Power. Pfizer is duly organized and validly existing under the laws of Delaware and has corporate full power and authority to enter into this Agreement and to carry out the provisions hereof.

(b) Due Authorization. Pfizer is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person executing this Agreement on Pfizer’s behalf has been duly authorized to do so by all requisite corporate action.

6.2 Representations and Warranties of Sangamo. Sangamo hereby represents and warrants to Pfizer that, as of the Effective Date:

(a) Corporate Power. Sangamo is duly organized and validly existing under the laws of Delaware and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof.

(b) Due Authorization. Sangamo is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person executing this Agreement on Sangamo’s behalf has been duly authorized to do so by all requisite corporate action.

 

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6.3 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS ARTICLE 6, EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

ARTICLE 7

I NDEMNIFICATION

7.1 Indemnification by Sangamo. Sangamo agrees to indemnify, hold harmless, and defend Pfizer and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “Pfizer Indemnitees” ) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses” ) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims” ) to the extent arising from the gross negligence or willful misconduct of Sangamo or any of its Affiliates, or their respective employees or agents. Notwithstanding the foregoing, Sangamo will not have any obligation to indemnify the Pfizer Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of Pfizer or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a material breach by Pfizer of a material representation, warranty, or covenant of this Agreement.

7.2 Indemnification by Pfizer. Pfizer agrees to indemnify, hold harmless, and defend Sangamo and its Affiliates and their respective directors, officers, employees, and agents, and the Select Sangamo Licensors (collectively, the “Sangamo Indemnitees” ) from and against any Losses resulting from Claims, to the extent arising from any of the following: (a) the gross negligence or willful misconduct of Pfizer or any of its Affiliates or their respective employees or agents; (b) the use, handling, storage, or transport of Sangamo Reagents or ZFN Modified Cell Lines by or on behalf of Pfizer or its Affiliates, licensees, or sublicensees; or (c) the design, development, manufacture, regulatory approval, handling, storage, transport, distribution, sale or other disposition of any Pfizer Product by or on behalf of Pfizer or its Affiliates, licensees, or

 

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sublicensees. Notwithstanding the foregoing, Pfizer will not have any obligation to indemnify the Sangamo Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of Sangamo or any of its Affiliates, or their respective employees or agents; or (ii) a material breach by Sangamo of a material representation, warranty, or covenant of this Agreement.

7.3 Control of Defense. As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification under this Article 7 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 7, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party will not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s prior written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.

ARTICLE 8

T ERM ; T ERMINATION

8.1 Term. The term of this Agreement will commence upon the Effective Date and, will continue until terminated pursuant to Section 8.2 or 8.3.

8.2 Termination for Material Breach. Either Party will have the right to terminate this Agreement by written notice to the other Party upon or after the breach of any material provision of this Agreement by the other Party if the other Party fails to cure the breach within sixty (60) days following written notice from the nonbreaching Party specifying such breach.

 

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8.3 Termination by Pfizer. Pfizer will have the right to voluntarily terminate this Agreement upon written notice to Sangamo at any time and for any reason.

8.4 Effect of Termination. Except as otherwise expressly provided herein, in the event of termination of this Agreement pursuant to Section 8.2 or Section 8.3, the following will apply:

(a) If this Agreement is terminated by Pfizer under Section 8.3, all rights and licenses granted by Sangamo to Pfizer under this Agreement will terminate and will revert to Sangamo without further action by either Sangamo or Pfizer;

(b) If this Agreement is terminated by Pfizer under Section 8.3, Pfizer shall cease, and shall cause its Affiliates, licensees, and sublicensees to cease, all development and, except as provided in this subsection, commercialization of Pfizer Products, and Pfizer shall not use or practice, nor shall it cause or permit any of its Affiliates, licensees, or sublicensees to use or practice, directly or indirectly, any Sangamo IP Rights;

(c) If this Agreement is terminated by Pfizer under Section 8.3, Pfizer shall promptly return, or at Sangamo’s request, destroy, any Sangamo Reagents in Pfizer’s possession or control at the time of termination;

(d) If this Agreement is terminated by Pfizer under Section 8.3, Pfizer shall promptly destroy any ZFN Modified Cell Lines in Pfizer’s possession or control at the time of termination; and

(e) If this Agreement is terminated by Pfizer under Section 8.3, each Party shall promptly return, or at the other Party’s request destroy, any Confidential Information of the other Party in such Party’s possession or control at the time of termination.

(f) Termination of this Agreement by Sangamo under Section 8.2 will not terminate the licenses and rights granted by Sangamo to Pfizer under this Agreement. Notwithstanding the foregoing, in the event that Sangamo terminates this Agreement under Section 8.2 for Pfizer’s uncured failure to pay the full amount set forth in Section 3.1, then the

 

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licenses and rights granted by Sangamo to Pfizer under this Agreement will terminate and subsections (a)-(e) will apply as though Pfizer had terminated the Agreement under Section 8.3.

(g) Each Party will retain any and all rights or remedies such Party may have in law or in equity, provided that neither Party may claim compensation for lost opportunity, lost profits, or consequential damages arising out of the fact of such early termination.

8.5 Surviving Obligations. Termination or expiration of this Agreement will not affect any rights of either Party arising out of any event or occurrence prior to termination, including, without limitation, any obligation of Pfizer to pay any amount which became due and payable under the terms and conditions of this Agreement prior to expiration or such termination. The following portions of this Agreement will survive termination or expiration of this Agreement: Sections 8.4, and 8.5, and Articles 5, 7, 9, and 10.

ARTICLE 9

G OVERNING L AW ; D ISPUTE R ESOLUTION

9.1 Governing Law. This Agreement will be governed by the laws of the State of California, without regard to any conflicts of law principles that would provide for application of the law of a jurisdiction other than California. Any dispute arising from, or governed by, a breach of any term of this Agreement will be adjudicated only in the state or federal courts located in the Northern District of California.

9.2 Legal Compliance. The Parties shall review in good faith and cooperate in taking such actions to ensure compliance of this Agreement with all applicable laws.

9.3 Dispute Resolution. In the event of any dispute, the Parties shall refer such dispute to their respective Executive Officers for attempted resolution by good faith negotiations within sixty (60) days after such referral is made. In the event such officers are unable to resolve such dispute within such sixty (60) day period, each Party may pursue, in a court of competent jurisdiction, any remedies available to it at law or in equity with respect to such dispute.

 

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ARTICLE 10

G ENERAL P ROVISIONS

10.1 Use of Name. No right, express or implied, is granted by this Agreement to either Party to use in any manner the name of the other or any other trade name or trademark of the other in connection with the performance of this Agreement.

10.2 LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS PARAGRAPH IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER ARTICLE 7, OR DAMAGES AVAILABLE FOR BREACHES OF THE OBLIGATIONS SET FORTH IN SECTION 2.3 OR ARTICLE 5.

10.3 Independent Parties. The Parties are not employees or legal representatives of the other Party for any purpose. Neither Party will have the authority to enter into any contracts in the name of or on behalf of the other Party.

10.4 Notice. All notices, including notices of address change, required or permitted to be given under this Agreement will be in writing and deemed to have been received (a) when received if hand delivered, (b) four (4) days after being sent by certified mail, postage prepaid, (c) one (1) business day after being sent by an internationally recognized overnight delivery service, or (d) when received if sent by confirmed facsimile, in each case sent to the address or facsimile number set forth below (or any updated addresses or facsimile number communicated to the other Party in writing):

 

 

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10.5 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.

10.6 Waiver. Any waiver (express or implied) by either Party of any breach of this Agreement will not constitute a waiver of any other or subsequent breach.

10.7 Entire Agreement; Prior Agreements; Amendment. This Agreement and the exhibits attached hereto constitute the entire, final, complete and exclusive agreement between the Parties and supersede all previous agreements or representations, written or oral, with respect to the subject matter of this Agreement (other than any confidentiality agreement between the Parties, which will continue in full force and effect in accordance with its terms, or the Prior Agreements, which are addressed in the following sentence). The Parties agree that nothing herein is intended to alter any rights or obligations of the Parties that may exist under the Prior Agreements. All information of Sangamo or Pfizer to be kept confidential by the other Party under the Prior Agreement, as of the Effective Date, will be maintained as Confidential Information by such other Party under the obligations set forth in Article 5 of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each Party.

10.8 Nonassignability; Binding on Successors. Any attempted assignment of the rights or delegation of the obligations under this Agreement will be void without the prior written consent of the nonassigning or nondelegating Party; provided, however, that either Party

 

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may assign its rights or delegate its obligations under this Agreement without such consent (a) to an Affiliate of such Party or (b) to its successor in interest in connection with any merger, acquisition, consolidation, corporate reorganization, or similar transaction, or sale of all or substantially all of its assets, provided that such assignee agrees in writing to assume and be bound by the assignor’s obligations under this Agreement. This Agreement will be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the Parties hereto.

10.9 Binding Agreement. This Agreement is a legal and valid obligation binding upon Pfizer and enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance. The execution, delivery and performance of this Agreement by Pfizer does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound. Pfizer is aware of no action, suit or inquiry or investigation instituted by any governmental agency which questions or threatens the validity of this Agreement.

10.10 Force Majeure. Neither Party will be liable to the other for its failure to perform any of its obligations under this Agreement, except for payment obligations, during any period in which such performance is delayed because rendered impracticable or impossible due to circumstances beyond its reasonable control, including without limitation earthquakes, governmental regulation, fire, flood, labor difficulties, civil disorder, acts of terrorism and acts of God, provided that the Party experiencing the delay promptly notifies the other Party of the delay.

10.11 No Other Licenses. Neither Party grants to the other Party any rights or licenses in or to any intellectual property, whether by implication, estoppel, or otherwise, except to the extent expressly provided for under this Agreement.

10.12 Counterparts. This Agreement may be executed electronically or by facsimile and in two or more counterparts, each of which will be deemed an original and all of which will constitute together the same instrument.

 

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I N W ITNESS W HEREOF , the Parties hereto have duly executed this License Agreement.

 

S ANGAMO B IO S CIENCES , I NC .						P FIZER , I NC .
By:		/s/ Edward O. Lanphier II				By:		/s/ Don Frail, Ph.D.
Name:		Edward O. Lanphier II				Name:		Don Frail, Ph.D.
Title:		President & CEO				Title:		Vice President, PGRD,
								Head, Indications Discovery Unit Director, St. Louis Laboratories

 

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EXHIBIT A

IDENTIFIED SANGAMO PATENTS

SANGAMO OWNED

 

 

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