TERMINATION OF SUBSCRIPTION AGREEMENT

Exhibit 10.1

TERMINATION OF SUBSCRIPTION AGREEMENT

          This Termination of Subscription Agreement (this “Termination”) is effective as of the 16th day of November 2005 between Sangamo BioSciences, Inc. (the “Company”) and Michael C. Wood (“Wood”).

RECITALS :

          The Company and Wood previously entered into a Subscription Agreement, dated November 10, 2005 (the “Subscription Agreement”), pursuant to which the Company agreed to sell and Wood agreed to buy shares of common stock of the Company, subject to certain closing conditions. Subsequent to the execution of the Subscription Agreement and prior to the satisfaction of the closing conditions of the Subscription Agreement, the Nasdaq staff determined and advised the Company that the pr