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Exhibit 10.49

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.


The Parties to the Research and Commercial License Option Agreement of October 1, 2005 as previously amended (“Agreement”), Sangamo BioSciences, Inc., a Delaware corporation having its principal place of business at Point Richmond Tech Center, 501 Canal Boulevard, Suite A100, Richmond, California 94804 (“Sangamo”), and Dow AgroSciences LLC, a Delaware limited liability company having its principal place of business at 9330 Zionsville Road, Indianapolis, IN 46268 (“DAS”), hereby further amend the Agreement as follows:

A. Section 8.3 (b) of the Agreement is hereby further amended to add the following subsection “(iii)”:

(iii) Additional Research during 2011-2012 portion of Subsequent Resarch Term

a. DAS and Sangamo agree to carry out, subject to 8.3(b)(iii) e, the tw

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