Sangamo BioSciences has agreed to acquire Ceregene, a privately held biotechnology company focused on developing adeno-associated virus (AAV) gene therapies. 

“Sangamo has acquired all of Ceregene's AAV assets, including CERE-110, AAV delivery of nerve growth factor (NGF) to the brain for the treatment of Alzheimer's disease,” said Edward Lanphier, Sangamo's president and CEO.  “CERE-110 is being evaluated in a fully enrolled and fully funded phase II clinical trial. In addition to the AAV platform, the assets also include databases of AAV GMP manufacturing, toxicology data and safety data from human clinical trials.”

Sangamo will issue Ceregene stockholders 100,000 shares of Sangamo's common stock, which represents less than 0.2% of Sangamo's total shares outstanding.  In addition, Sangamo has agreed to make contingent earn-out payments to the stockholders of Ceregene based on revenues generated from license or sales transaction of certain existing products of Ceregene. The acquisition is expected to close in September.  The company does not expect the acquisition to have any impact on its 2013 operating expenses or yearend cash. 

Sangamo will receive over 120 issued, pending or in-licensed patents that include patent families covering the AAV vector platform and manufacturing methods, therapeutic transgenes and technology for direct administration of AAV to the brain. Sangamo will also have access to GMP master cell banks, materials and manufacturing know-how that will expand its capabilities in AAV manufacturing, as well as a database of preclinical efficacy and toxicology studies and other documentation supporting Ceregene's IND applications. These provide reference materials for Sangamo in the preparation and filing of IND applications for its in vivo ZFP Therapeutics. In addition, Sangamo will acquire all of Ceregene's preclinical and clinical therapeutic programs including the proprietary needle device for brain delivery of AAV.