EXHIBIT 99.2

UNCERTAINTIES RELATING TO THE PERFORMANCE OF THE RESEARCH LICENSE AND COMMERCIAL
   OPTION AGREEMENT MAY CAUSE THE BENEFITS UNDER THIS AGREEMENT TO BE LIMITED.

The Research License and Commercial Option Agreement between Sangamo
BioSciences, Inc. ("Sangamo") and Dow AgroSciences LLC ("DAS") agreement
provides for an initial phase in which DAS and Sangamo will work together to
validate and optimize the application of Sangamo's zinc finger DNA-binding
protein (ZFP) technology to plants, plant cells and plant cell cultures. Sangamo
can not be certain that DAS and Sangamo will succeed with the development of the
necessary technology for the application of the ZFP technology to plants, plant
cells and plant cell cultures or with the development of commercially viable
products in these fields of use. To the extent Sangamo and DAS do not succeed in
developing the necessary technology and commercializing products or if DAS
elects not to exercise its option for a commercial license regardless of
development achievements, Sangamo's revenue under this agreement will be
limited.

This agreement will terminate after 3 years if DAS fails to exercise its option
for a commercial license. In addition, it may terminate after only two years if
the joint committee determines that disappointing research results make it
unlikely for DAS to exercise its commercial license option. The initial cash
payment of $7.5 million, $4.0 million purchase of Sangamo's common stock and
$4.0 million in research funding are the only payment obligations under this
agreement not subject to achievement of milestones or actions at the sole
discretion of DAS.