Sangamo Therapeutics - Chapter 11 APA Summary

Sangamo Therapeutics, Inc. — Bidding Procedures and Consolidated Sale Summaries

Part I — Case Status, Bidding Procedures and Auction Results

Debtor and Case

• Debtor: Sangamo Therapeutics, Inc., a Delaware corporation, as debtor and debtor in possession (Case No. 26-10989 (CTG), Bankr. D. Del., the Honorable Craig T. Goldblatt). The last four digits of the Debtor's federal tax identification number are 9556, and its principal office is located at 501 Canal Boulevard, Suite A100, Richmond, Calif. The Notice of Closing of the Fabry Sale Transaction [Docket No. 468] gives the Debtor's mailing address as 7000 Marina Blvd, Brisbane, Calif.
• Sangamo filed its voluntary chapter 11 petition on June 23, 2026. Sangamo is the sole debtor; Sangamo Therapeutics UK Ltd., Sangamo Therapeutics France SAS and Ceregene, Inc. are non-debtor Seller Subsidiaries bound by specified provisions of the Merope Purchase Agreement.
• Case parties consulted in the sale process include the Official Committee of Unsecured Creditors, the Official Committee of Equity Security Holders and the Replacement DIP Lender (the "Consultation Parties"). Raymond James is the Debtor's investment banker, with its fees payable by the Debtor. Cooley LLP (Cullen Speckhart, Lauren Reichardt, Lindsey O'Crump Crow; the Notice of Closing also lists Miriam Peguero Medrano and Robert L. Eisenbach III) and Richards, Layton & Finger, P.A. (Daniel J. DeFranceschi, Amanda R. Steele, Brendan J. Schlauch, Nicholas A. Franchi) are counsel to the Debtor.
• Case documents, including the Bidding Procedures Motion, the Bidding Procedures Order and the Bidding Procedures, are available free of charge at https://www.veritaglobal.net/sangamotherapeutics.

Bidding Procedures Order

• The Debtor filed the Bidding Procedures Motion [Docket No. 13] on June 23, 2026 — the Petition Date — seeking approval of procedures for one or more sales of substantially all of its assets. The Court entered the Bidding Procedures Order [Docket No. 122] on July 14, 2026.
• The Bidding Procedures Order, among other things, approved the Bidding Procedures; authorized the Debtor to enter into and perform under the Merope Stalking Horse APA with Merope Acquisition Sub, LLC and Eli Lilly and Company (solely as guarantor) for the Merope Assets; authorized the Debtor to enter into and perform under the Astellas Stalking Horse APA with Astellas Gene Therapies, Inc. for the Fabry Assets (defined as the "Astellas Assets" in the Bidding Procedures); authorized the designation of one or more additional stalking horse bidders for assets not subject to either APA; approved procedures for the assumption and assignment, or the Debtor's rejection, of executory contracts and unexpired leases; and scheduled the Auction and a Sale Hearing.
• The Bidding Procedures Order approved a minimum initial overbid amount, with respect to the Merope Assets, of at least the sum of the Bid Protections plus $250,000.
• The Court found the Bidding Procedures substantively and procedurally fair to all parties, the product of arm's-length negotiations, and sufficient to provide a full, fair and reasonable opportunity for any party to make an offer. The Court further found that the Debtor and its professionals adequately and appropriately marketed the assets in good faith, afforded interested purchasers a full and fair opportunity to qualify as bidders and submit their highest and best offers, provided sufficient information to enable informed judgments, and considered all bids properly submitted.

Auction Results and Successful Bidders

• The Debtor did not receive Qualified Bids for the Merope Assets other than the stalking horse bid from the Merope Stalking Horse Bidder, but did receive Qualified Bids for the Fabry Assets in addition to the Astellas stalking horse bid, as well as Qualified Bids for various subsets of assets.
• The Debtor commenced the Auction on August 10, 2026, and at its conclusion on August 11, 2026, designated the following Successful Bidders, as announced in the Notice of Successful Bidder [Docket No. 290]:
  • Merope Assets: Merope Acquisition Sub, LLC (the Merope Stalking Horse Bidder); no Backup Bidder
  • Fabry Assets: PTC Therapeutics, Inc., with TerSera Therapeutics, Inc. as Backup Bidder
  • Equipment Lot 1 Assets: Future Solution Investments, LLC ("FSI"), with Heritage Global Partners, Inc. as Backup Bidder
  • Equipment Lot 2 Assets: Surplus Solutions, LLC, with Heritage Global Partners, Inc. as Backup Bidder
• Equipment Lot 1 consists of nine pieces of laboratory equipment described on the record during the Auction; Equipment Lot 2 consists of certain other laboratory equipment, office furniture, small laboratory items and supplies located at the Debtor's Brisbane and Richmond facilities. The sales of the Equipment Lot 1 Assets to FSI and the Equipment Lot 2 Assets to Surplus Solutions do not involve the assumption and assignment of any contract.
• Prior to the conclusion of the Auction, the Debtor, in consultation with the Consultation Parties, continued the Auction and extended the Bid Deadline (including with respect to Plan Sponsor Alternative Bids) solely with respect to the Remaining Assets — those that are not Merope Assets, Fabry Assets, Equipment Lot 1 Assets or Equipment Lot 2 Assets — to dates to be determined.
• The Notice of Successful Bidder attached the Merope Stalking Horse APA (Exhibit A), the proposed Merope Successful Bidder Sale Order (Exhibit B-1) and a redline of that proposed order against the form attached to the Bidding Procedures Motion (Exhibit B-2). Changes reflected in the redline include adding the 2016 AVS Agreement to the defined Outbound License Agreements, adding an exhibit listing the Acquired Contracts, expanding the section 365(n) election and royalty-redirection mechanics, narrowing the approval of ancillary documents to those filed with the Court, and deleting the constructive-notice finding and the provision deeming the order to be in recordable form.

Sale Hearings and Orders Entered

• The Sale Hearing for the Merope Assets, Equipment Lot 1 Assets and Equipment Lot 2 Assets was held August 20, 2026, at 10 a.m. ET before the Honorable Craig T. Goldblatt in Wilmington, Delaware. Sale Orders for all three asset groups were entered that day.
• In each case, objections and responses not withdrawn, waived, settled or resolved, together with any reservations of rights, were overruled on the merits and denied with prejudice; parties given notice that failed to timely object are deemed to have consented to the relief granted, including for purposes of sections 363(f)(2), 365(c)(1) and 365(e)(2) of the Bankruptcy Code.
• The Sale Hearing for the Fabry Assets was adjourned from August 20, 2026. The Court subsequently entered the Fabry Sale Order [Docket No. 426] on September 2, 2026, and the Fabry Sale Transaction closed on September 17, 2026 (see Part V).
• The Bid Deadline and auction for the Remaining Assets were extended to dates to be determined.

Consolidated Consideration and Outcomes

• Merope Assets (capsid, zinc finger and prion program assets): $50,000,000 in cash plus assumption of the Assumed Liabilities. Sale Order entered Aug. 20, 2026. Outside Date Sept. 30, 2026.
• Equipment Lot 1 Assets: no cash; a $250,000 credit bid offset against Outstanding DIP Obligations pursuant to section 363(k), plus assumption of limited post-Closing liabilities. Sale Order entered Aug. 20, 2026. Outside Date Sept. 30, 2026.
• Equipment Lot 2 Assets: $2,300,000 in cash, plus payment of Cure Costs and assumption of the Assumed Liabilities. Because Schedule 1.1(b) lists no Assigned Contracts, the Cure Cost component should be zero absent a later-discovered contract, making the cash payment the entire practical consideration. Sale Order entered Aug. 20, 2026 [Docket No. 356]. Outside Date Aug. 31, 2026.
• Fabry Assets: sold to PTC Therapeutics, Inc. Fabry Sale Order entered Sept. 2, 2026 [Docket No. 426]; the Fabry Sale Transaction closed Sept. 17, 2026 [Docket No. 468]. Consideration not stated in the documents summarized here.
• Remaining Assets: auction continued; bid deadline, including for Plan Sponsor Alternative Bids, extended to dates to be determined.
• Purchase agreements and proposed sale orders for the Equipment Lot 1 Assets, Equipment Lot 2 Assets and Fabry Assets were filed under separate notice prior to the applicable Sale Hearing.

Part II — Merope Sale: Capsid, Zinc Finger and Prion Program Assets

Parties Involved

• Seller: Sangamo Therapeutics, Inc., a Delaware corporation and the sole debtor in the chapter 11 case
• Purchaser: Merope Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Guarantor (together with any Designated Purchaser, the "Buyer"), as the Merope Stalking Horse Bidder and Successful Bidder
• Guarantor: Eli Lilly and Company, an Indiana corporation, solely for purposes of Section 10.21 of the Purchase Agreement
• Seller Subsidiaries: Sangamo Therapeutics UK Ltd., Sangamo Therapeutics France SAS and Ceregene, Inc., solely for purposes of Section 10.22
• The Purchase Agreement is dated as of June 22, 2026. The Buyer executed through Jonathan R. Haug, President; the Debtor through Dr. Alexander Macrae, Chief Executive Officer; and the Guarantor through Barry Taylor, Director of Lilly Institute of Genetic Medicines. The Merope Stalking Horse APA attached to the Notice of Successful Bidder as Exhibit A is the version attached to the Bidding Procedures Motion as Exhibit B-1 and was not changed.
• Buyer may designate one or more of its affiliates as a Designated Purchaser to acquire specified Acquired Assets and assume applicable Assumed Liabilities, on not less than three business days' written notice to Seller; no such designation relieves Buyer of its obligations, and Buyer remains jointly and severally liable with any Designated Purchaser.
• The Court found that neither the Buyer nor any of its affiliates, officers, directors, managers, shareholders or members is an "insider" of the Debtor under section 101(31), and that no common identity of directors, managers, controlling shareholders or members exists between the Debtor and the Buyer.
• Each Seller Subsidiary is directly bound by, and must perform, the obligations imposed on Seller's affiliates under enumerated provisions of the Agreement, including the sale of Acquired Assets it holds, further conveyances, conduct of business, access to information, further assurances and consents, regulatory filings, omitted assets, intellectual property and technology transfer, publicity, Tax cooperation and confidentiality. Those obligations are direct, are not conditioned on Seller's continuing control over or affiliation with the Seller Subsidiary, and survive any sale, transfer, liquidation or other disposition of the Seller Subsidiary.
• Guaranty: Eli Lilly and Company irrevocably, absolutely and unconditionally guarantees the due and punctual performance of Buyer's obligations under the Purchase Agreement (including those of any affiliate to which the Agreement is assigned), the punctual payment of all sums owed by Buyer, and reasonable costs, expenses and fees relating to enforcement or protection of Seller's rights (the "Guaranteed Obligations").
  • The guaranty is one of payment and performance, not of collection; the Guarantor's liability is primary and not contingent on Seller exhausting remedies against Buyer, and the Guarantor expressly waives all suretyship defenses while retaining any defenses available to Buyer under the Agreement.
  • The guaranty imposes no greater obligations on the Guarantor than those for which Buyer itself would be liable, and terminates automatically upon payment in full by Buyer or upon earlier valid termination of the Purchase Agreement and satisfaction of all Guaranteed Obligations.
  • Guarantor represents that it is an Indiana corporation duly organized, validly existing and in good standing, with all requisite corporate power and authority, and that the Transaction Agreements to which it is party are valid and binding obligations enforceable against it.

Assets Being Sold

• The Acquired Assets comprise all of Seller's and its affiliates' right, title and interest in all assets related to, used in, or held for use in connection with the Acquired Technology, excluding the Retained Assets.
• "Acquired Technology" includes:
  • Seller's proprietary capsids and capsid variants, including STAC-150, STAC-BBB and any STAC-BBB capsid variants, the capsids described in PCT/US2024/029507, and any receptor-targeted "next generation" capsids and variants, together with related compositions, formulations, manufacturing technology, assays and cell lines;
  • Seller's proprietary capsid receptors, including CBLN1, and related technology;
  • Seller's proprietary molecules or technology facilitating or enhancing delivery or transduction of the foregoing capsids via receptor-mediated or other cellular interaction;
  • the SIFTER capsid engineering platform (Selecting In vivo For Transduction and Expression of RNA);
  • the modular integrase (MINT) platform;
  • Seller's proprietary zinc finger platform; and
  • Seller's proprietary zinc finger protein transcription factors for the treatment of prion disease.
• Acquired Assets also include the Acquired Contracts listed on Schedule 2.1(a) and all of Seller's rights thereunder; the Acquired Intellectual Property; all inventory, supplies and materials relating to the Acquired Assets; Documents relating to the Acquired Assets and to the employment of Hired Employees; all tangible embodiments of the Acquired Technology; all assets relating to the Prion Program (Seller's preclinical epigenetic regulation program directed to the treatment of prion disease); rights under confidentiality, non-compete, non-solicitation and similar restrictive covenant agreements with Service Providers and third parties, including NDAs entered into in connection with the sale process; goodwill and other intangible assets; certain Tax refunds and attributes; all 365(n)(2)(B) Payments from and after Closing relating to the Acquired Technology or Acquired Intellectual Property; the assets listed on Schedule 2.1(j); and rights, claims, credits, causes of action and rights of setoff against third parties relating to the Acquired Technology or Acquired Assets, including unliquidated rights under manufacturers' and vendors' warranties.
• Avoidance actions under sections 502(d), 510, 544, 545, 547-51 and 553 of the Bankruptcy Code or applicable non-bankruptcy law, together with all other claims, counterclaims, demands, rights and causes of action of Seller or its estate, whether known or unknown, matured or unmatured, in each case solely to the extent arising from or relating to the Acquired Technology or the enumerated Acquired Assets, are included as "Acquired Avoidance Actions" and are assigned and transferred to the Buyer, which may pursue, prosecute, settle or abandon them in its sole and absolute discretion. These include claims for breach of contract, tort, breach of warranty, unjust enrichment, conversion and infringement or misappropriation of intellectual property.
• Carve-outs from the transferred inventory and Documents include biological and chemical samples generated prior to June 1, 2016; machinery, lab and office equipment and generally available lab supplies; and Documents relating to corporate organization, governance or capitalization, employment and human resources matters, and debt or financing arrangements.
• Retained Assets include all cash and cash equivalents (other than proceeds from monetization of Acquired Assets prior to Closing), bank accounts, intercompany accounts, income Tax assets, assets set forth on Exhibit A, non-Acquired Contracts, the Retained Intellectual Property, Real Property, Excluded Records, Seller Plans, employees other than Hired Employees, and the Retained Programs — the Fabry Program (isaralgagene civaparvovec), the SFN Program (ST-503, small fiber neuropathy), the Hemophilia A Program (giroctocogene fitelparvovec), the Sickle Cell Program and the Tregs Program.
• Seller is not conveying any interest in Real Property in connection with the Contemplated Transactions. Seller may retain copies of Documents included in the Acquired Assets to the extent they relate to Retained Assets or for purposes of administering the bankruptcy case, and may transfer such copies to any plan administrator or liquidating trustee.
• The Acquired Assets are being sold "as is, where is," with no representations or warranties other than those expressly set forth in Article III of the Purchase Agreement.

Assumed and Retained Liabilities

• Assumed Liabilities are limited to (i) Liabilities under the Acquired Contracts arising out of or relating to periods from and after the Closing Date, but only to the extent first arising after Closing and not arising from any pre-Closing breach, default or violation by Seller or its affiliates, and (ii) all other Liabilities first arising out of Buyer's ownership of the Acquired Assets on or after Closing.
• All other Liabilities constitute Retained Liabilities, including Excluded Taxes; Liabilities under any Real Property lease; current Liabilities and Debt incurred in any pre-Closing period; compensation, employee benefit and Seller Plan Liabilities; Liabilities under non-Acquired Contracts; Liabilities resulting from pre-Closing failure to perform or breach under the Acquired Contracts or Acquired Assets; all Cure Costs; Liabilities arising from Legal Proceedings relating to pre-Closing operation of the Acquired Assets or Acquired Technology; pre-Closing third-party IP infringement, product liability and warranty claims; Liabilities to current or former equityholders and indemnification obligations to current or former officers and directors; pre-Closing violations of Law; and all costs and expenses of the bankruptcy case, the sale process and the negotiation and consummation of the Purchase Agreement, including professional fees of Seller's advisors.
• No Liabilities relating to any Service Provider are included in the Assumed Liabilities, and no Seller Plans or related Liabilities are included in the Acquired Assets or Assumed Liabilities.
• The Acquired Assets and Assumed Liabilities exclude the assets and Liabilities set forth on Schedule 2.2(c), other than 365(n)(2)(B) Payments with respect thereto.

Stalking Horse Bid and Purchase Price

• Buyer agreed to act as the "stalking horse" bidder for the Acquired Assets, subject to higher or otherwise better offers in accordance with the Bidding Procedures Order.
• The aggregate consideration consists of (i) a Purchase Price of $50,000,000 in cash and (ii) Buyer's assumption of the Assumed Liabilities. The Purchase Price is payable by wire transfer of immediately available funds to an account designated in writing by Seller; Section 2.5(b) requires payment no later than one business day following the Closing Date, while Section 2.6(b)(i) lists the payment among Buyer's deliveries at the Closing.
• Following the auction and consultation with the Consultation Parties, the Debtor designated the Merope Stalking Horse Bid as the highest and best bid for the Acquired Assets, as announced in the Notice of Successful Bidder [Docket No. 290].
• The Court found that the Merope Stalking Horse Bid constitutes the highest and best offer received for the Acquired Assets, is fair and reasonable, and is in the best interests of the Debtor, its estate, its creditors and other parties in interest, and that the consideration constitutes reasonably equivalent value and fair consideration such that the sale may not be avoided under fraudulent conveyance or fraudulent transfer theories or section 363(n).
• The Court further found that the Debtor demonstrated sound business justifications for the Sale Transaction, including that the consideration will provide a greater recovery for the estate than any other available alternative, including a separate liquidation of the Acquired Assets, and that recoveries would be diminished absent an expeditious closing.

Bid Protections, Credit Bid, Overbid and Deposit

• Upon the occurrence of a Fee Event, Seller is obligated to pay the Buyer in cash:
  • Break-Up Fee: $1,500,000, representing 3% of the Purchase Price; and
  • Expense Reimbursement: all reasonable and documented out-of-pocket costs, expenses and fees incurred by Buyer and its affiliates and owed to third parties in connection with evaluating, negotiating, documenting and performing the Contemplated Transactions, including fees of financial advisors, outside counsel, accountants, experts and consultants, in an amount not to exceed $500,000 (representing 1% of the Purchase Price).
• A "Fee Event" means (a) any termination of the Purchase Agreement other than a termination by Seller for Buyer's uncured breach under Section 9.1(c)(iii) or a termination by mutual written consent, or (b) the consummation of an Alternative Transaction.
• The Bid Protections are payable within two business days of a Fee Event, except where triggered by consummation of an Alternative Transaction, in which case they are payable contemporaneously with the closing of such Alternative Transaction.
• The obligation to pay the Bid Protections constitutes an allowed administrative expense claim under sections 503(b) and 507(a)(2), with priority over all other administrative expenses of the kind specified in sections 503(b) and 507(b) and over claims arising under sections 105, 326, 327, 328, 330, 331, 361, 362, 363, 364, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 (a "Superpriority Claim"), subject to any professional fee carve-out in an applicable DIP or cash collateral order.
• Seller acknowledged that the Bid Protections are an integral part of the transaction, that Buyer would not have entered into the Purchase Agreement absent the obligation to pay them, that Buyer's entry enhances Seller's ability to maximize value for creditors, and that the Bid Protections are reasonable in relation to Buyer's efforts and lost opportunities.
• Credit bid: in the event the Bid Protections become payable, Buyer is entitled to credit bid any amounts owing on account of the Bid Protections at any auction conducted pursuant to the Bidding Procedures Order or in any sale of the Acquired Assets or any other assets of Seller.
• Overbid: the Bidding Procedures Order approved a minimum initial overbid amount of at least the sum of the Bid Protections plus $250,000.
• Good faith deposit: notwithstanding anything in the Purchase Agreement or the Bidding Procedures to the contrary, Buyer is not required to make any good faith deposit or similar deposit in connection with the Purchase Agreement or the Contemplated Transactions.
• Backup Bidder: had Buyer not been the winning bidder at any auction but was the next highest or otherwise best bidder, Buyer could have elected in its sole discretion to serve as a backup bidder in accordance with the Bidding Procedures and Bidding Procedures Order. No Backup Bidder was designated for the Merope Assets.

Auction and Sale Process Findings

• The Bidding Procedures, as approved by the Bidding Procedures Order [Docket No. 122], were found to be substantively and procedurally fair to all parties, the product of arm's-length negotiations, and to have provided a full, fair and reasonable opportunity for any party to make an offer for the Acquired Assets.
• The Court found that the Debtor and its professionals adequately and appropriately marketed the Acquired Assets in good faith, afforded interested purchasers a full and fair opportunity to qualify as bidders and submit their highest and best offers, provided sufficient information to enable informed judgments, and considered all bids properly submitted.
• Buyer subjected its bid to competitive bidding, actively participated in the bidding process, and was designated the Successful Bidder for the Acquired Assets after consultation with the Consultation Parties. The Debtor filed the Notice of Successful Bidder announcing the conclusion of the auction for certain assets, the designation of successful and backup bidders, and the adjournment of the auction for remaining assets and plan sponsor alternative bids.
• Under the Purchase Agreement, Seller was required to file the notice of successful bidder within 24 hours following Buyer's designation as Successful Bidder and to take other appropriate actions to seek entry of the Sale Order.
• Non-Solicitation: from the date of the Purchase Agreement until the Sale Motion was filed, Seller was prohibited from soliciting, negotiating or engaging in discussions regarding, or entering into any agreement with respect to, any Alternative Transaction; on and after the Petition Date, Seller could take such actions in accordance with the Bidding Procedures and Bidding Procedures Order.
  • "Alternative Transaction" means any sale or disposition of any Acquired Assets to a person other than Buyer, or any plan, restructuring, recapitalization, dissolution or similar transaction pursuant to which any Acquired Assets are retained by Seller or transferred to a person other than Buyer, excluding dispositions of obsolete assets with aggregate fair market value not exceeding $5,000 and dispositions consented to by Buyer in writing.

Good Faith Findings

• The sale process and negotiation of the Purchase Agreement were found to be at arm's length, non-collusive, in good faith, and substantively and procedurally fair to all parties in interest, with no conduct that would cause or permit the Purchase Agreement or Sale Transaction to be avoided, or costs or damages imposed, under section 363(n).
• The Buyer is a good faith purchaser within the meaning of section 363(m) and is entitled to the full protections thereunder. Reversal or modification on appeal will not affect the validity of the Sale Transaction, the Noncompete Findings, or any term of the Purchase Agreement, including the assumption and assignment of Acquired Contracts, and will not permit unwinding of the Sale Transaction.
• The Court found that the Debtor, on behalf of its estate, was free to deal with any other interested party, and that the section 363(m) protections are integral to the Sale Transaction, without which the Buyer would not consummate.
• The Purchase Agreement was not entered into with fraudulent intent or for the purpose of escaping liability for the Debtor's debts or hindering, delaying or defrauding present or future creditors.

Sale Free and Clear; Successor Liability

• Pursuant to sections 105(a) and 363(f), the Acquired Assets are sold free and clear of all Assertable Claims and Interests to the extent section 363(f) is satisfied, and all Claims and Interests, with such Claims and Interests attaching to the sale proceeds with the same validity, force, priority and effect they now have against the Acquired Assets, subject to the Debtor's claims and defenses.
  • Assertable Claims and Interests encompass all claims and liens as defined in sections 101(5) and 101(37), all DIP Obligations, liabilities, interests and rights arising prior to the Closing Date, including successor or transferee liability theories, de facto merger and substantial continuity theories, rights of licensees and sublicensees under section 365(n), and the Noncompete Provisions under the Rejected Outbound License Agreements. Assumed Liabilities, Permitted Liens, and rights, interests and licenses granted by Buyer under any Assigned Outbound License Agreement are excluded.
• On the Closing Date, all of the Debtor's right, title, interest in and possession of the Acquired Assets vest immediately in the Buyer pursuant to sections 105(a), 363(b) and 363(f), and all persons in possession of Acquired Assets are directed to surrender possession to the Buyer.
• Holders of Assertable Claims and Interests who did not object or who withdrew objections are deemed to have consented under section 363(f)(2); those who objected and did not withdraw fall within one or more other subsections of section 363(f). Licensees holding or potentially holding section 365(n) rights who did not object or withdrew objections are likewise deemed to have consented.
• All persons and entities holding claims or interests — including debt and equity security holders, the DIP Lender, governmental tax and regulatory authorities, lenders, customers, vendors, current and former employees, litigation claimants, trustees and trade creditors — are prohibited, forever barred, enjoined and estopped from asserting or pursuing such claims against the Buyer, its affiliates, successors, assigns or property, or the Acquired Assets, including through commencing actions, enforcing judgments, creating or perfecting liens, or asserting setoff rights (other than setoffs exercised prior to the Petition Date).
• The Buyer is not a mere continuation of, or successor to, the Debtor or its estate; there is no substantial continuity or continuity of enterprise; and the Sale Transaction does not amount to a consolidation, merger or de facto merger. The Buyer is deemed a new employer for purposes of federal and state unemployment laws.
• Neither the Buyer nor its affiliates shall have liability on any theory of successor, transferee or vicarious liability, including under ERISA, COBRA, the WARN Act, CERCLA, the Fair Labor Standards Act, Title VII, the ADEA, the National Labor Relations Act, or any environmental, tax, labor, employment or products liability law or doctrine, and none of the Buyer, its affiliates, its members or shareholders, or the Acquired Assets will have liability for any federal, state or local income tax liabilities the Debtor may incur in connection with, or has incurred prior to, consummation of the Sale Transaction. The Court found the Buyer would not have acquired the Acquired Assets but for these protections.
• The Debtor is authorized and directed to execute documents necessary to release recorded Claims and Interests; if holders fail to deliver termination statements or releases, the Debtor and the Buyer are authorized to execute and file such instruments on their behalf, and the Buyer may record a certified copy of the Sale Order as conclusive evidence of release. The free-and-clear provisions are self-executing.
• No bulk sales law applies to the transactions approved by the Sale Order, and the automatic stay under section 362 is modified to the extent necessary to implement the Purchase Agreement and the Sale Order.

Assumption and Assignment of Acquired Contracts

• The Debtor is authorized and directed to assume and assign the Acquired Contracts set forth on the Acquired Contracts Exhibit (Exhibit 2) to the Buyer as of the Closing Date, notwithstanding any anti-assignment provision in any contract or applicable non-bankruptcy law, which provisions are deemed void and unenforceable under sections 363 and 365(f) with respect to the Contemplated Transactions.
• Cure Costs: Seller is solely responsible for payment of all Cure Costs necessary to cure defaults under the Acquired Contracts and must serve a cure notice, in form and substance reasonably acceptable to Buyer, on each counterparty in accordance with the Bidding Procedures Order. Subject to the Bankruptcy Court's subsequent determination of a different amount, aggregate Unpaid Contract Amounts do not exceed $1,193,118.67, and, except as set forth on Schedule 3.6(c), there are no other amounts that would constitute Cure Costs with respect to any Acquired Contract.
• Selected cure amounts listed on the Acquired Contracts Exhibit include Catalent Maryland, Inc. (Master Agreement dated September 10, 2024) at $742,500.17; Eli Lilly and Company (Research Agreement dated January 20, 2026) at $467,997.00; Life Technologies Corporation (Agreement dated October 2, 2024) at $76,659.66; and California Institute of Technology (Contract Change Order dated January 23, 2026) at $20,000.00. The Acquired Contracts Exhibit also includes the Lilly Side Letter dated September 23, 2025.
• Contract designation rights: The Debtor is authorized, at the Buyer's direction, to (i) remove a contract from the Acquired Contracts Exhibit or modify a previously stated Cure Cost at any time at least two days prior to the Closing Date, or (ii) add previously omitted executory contracts and unexpired leases as Supplemental Contracts at any time at least two days prior to the effective date of any chapter 11 plan, provided relevant counterparties receive at least ten days' notice. Buyer's deadline to add any Outbound License Agreement was two business days prior to the Sale Hearing, except as otherwise agreed by Buyer and the applicable non-Seller counterparty. The Debtor may not remove any Assigned Outbound License Agreement from the Acquired Contracts Exhibit. Removal of a contract makes it a Retained Asset with no Purchase Price adjustment and no assumed liabilities.
• Supplemental Assumption Notices: Where a contract is removed, added, or its Cure Cost modified, the Debtor will file and serve a Supplemental Assumption Notice containing the same information as a Contract Assumption/Rejection Notice, and counterparties have ten days from service to file a Supplemental Contract Objection.
  • Absent a timely objection, the counterparty is deemed to have consented and is forever barred from objecting; all defaults and pecuniary losses are deemed cured upon payment of the stated Cure Cost, which is controlling; and any Supplemental Contract is added to the list of Acquired Contracts.
  • Inclusion of a contract on a Supplemental Assumption Notice does not constitute an admission that the contract is executory or a guarantee that it will be an Acquired Contract.
• Objection resolution: Unresolved Supplemental Contract Objections will be set for an expedited hearing. Where an objection relates solely to the amount of a Cure Cost, the Debtor may proceed with assumption and assignment before resolution if it reserves cash sufficient to pay the full amount reasonably asserted by the counterparty, and may settle any Cure Cost Dispute with the Buyer's consent without further Court approval.
  • If an objection remains unresolved at Closing, the Buyer may either remove the contract from the Acquired Contracts (rendering it a Retained Asset with no Liabilities borne by Buyer) or temporarily treat it as a "Designated Contract" and proceed to Closing without any modification to the Purchase Price, determining within seven business days after resolution whether to treat it as an Acquired Contract or a Retained Asset. Upon resolution of any Cure/Assumption Objection following the Closing, Seller must promptly assume and assign the contract to Buyer under section 365.
• Under the Purchase Agreement, Seller must use reasonable best efforts to resolve Cure/Assumption Objections with Buyer's prior written consent, is solely responsible for resolving Cure Cost objections and any objection other than one based solely on Buyer's adequate assurance of future performance, may not settle any such objection without Buyer's express prior written consent, and must litigate to conclusion any objection that cannot be so settled, on an expedited basis. Buyer must reasonably cooperate on adequate assurance objections.
• Seller must obtain Buyer's prior written consent before filing any motion or notice seeking to reject a contract listed on Schedule 2.1(a), and prior to the Closing Date may not terminate, amend, supplement, modify, waive any rights under, or create any adverse interest with respect to any Acquired Contract without Buyer's prior written consent.
• Previously Omitted Contracts: If a contract related to the Acquired Assets or Acquired Technology is discovered that should have been scheduled, Seller must notify Buyer within two business days, and Buyer has ten business days to designate it as an Acquired Contract; failing timely designation, it becomes a Retained Asset.
• For Acquired Assets other than Acquired Contracts, where a required consent is not obtained prior to Closing, the Agreement does not constitute an agreement to assign if an attempted assignment would constitute a breach; Seller must instead obtain such consents, preserve the underlying rights for Buyer's benefit and remit any consideration received to Buyer promptly.
• Adequate assurance: The Buyer's promise to perform obligations first arising under the Acquired Contracts after assumption and assignment constitutes adequate assurance of future performance within the meaning of sections 365(b)(1)(C) and 365(f)(2)(B). The Debtor is entitled to the protections of section 365(k) and is relieved from further liabilities under the Acquired Contracts following assignment.
• Counterparties are forever barred from asserting against the Buyer any assignment fee, rent acceleration, rent increase on account of assignment, default, breach, claim, pecuniary loss, or prohibition or condition to assignment arising under an Acquired Contract as of the assumption date or by reason of the Closing. Extension and renewal options purporting to be personal to the Debtor may be freely exercised by the Buyer.
• Oracle carve-out: No contract between the Debtor and Oracle America, Inc. will be assumed or assigned without (1) Oracle's prior written consent; (2) cure of any default; (3) satisfactory adequate assurance of future performance by the assignee; and (4) execution of mutually agreeable assignment documentation to be negotiated after entry of the Sale Order. No transfer of any Oracle license agreement to a third party, or use inconsistent with the relevant license grant — including exceeding authorized users, shared use or license splitting — is authorized absent Oracle's express prior written consent.

Outbound License Agreements: Assignment and Rejection

• The Buyer conditioned consummation on each Outbound License Agreement either being rejected by order of the Court or being amended and assumed and assigned to the Buyer as an Acquired Contract. The Purchase Agreement defines the Outbound License Agreements as the Genentech, Astellas, Takeda (Shire International GmbH), Alexion, Open Monoclonal Technology (OMT), Roche, Sigma-Aldrich, Corteva Agriscience, Miltenyi Biotec, Pfizer, Agrisoma Biosciences, Agriculture Victoria Services (AVS) and Saatzucht Josef Breun agreements. The Sale Order uses a broader definition adding the 2016 AVS Agreement (Commercial License Agreement dated June 1, 2016 with Agriculture Victoria Services PTY LTD, as amended) and a catch-all covering any other agreement applicable to the Acquired Assets between the Debtor and a non-debtor licensee counterparty other than an Acquired Contract.
• Assigned Outbound License Agreements: The Debtor, Buyer and applicable counterparties executed amendments to the Alexion, Astellas, OMT and Roche agreements, each of which is designated an Acquired Contract and will be assumed and assigned, as amended, on the Closing Date. No Cure Costs are owed or payable by either the Debtor or the Buyer in connection with these assignments, and the Acquired Contracts Exhibit lists each at $0.
  • Alexion, Astellas and Roche each consented to assumption and assignment subject to, and conditioned upon, the amendment and restatement of their respective agreements effective upon assignment, on terms negotiated and agreed with the Buyer.
  • Upon the Closing Date, any Notice of Election filed by a counterparty to an Assigned Outbound License Agreement is deemed null and void, and such counterparty may not assert or pursue rights under section 365(n), which rights and obligations are instead governed by the applicable Assigned Outbound License Agreement.
• Rejected Outbound License Agreements: The Court approved the Debtor's rejection of each Outbound License Agreement that is not an Assigned Outbound License Agreement, effective as of the Closing Date, as a sound exercise of business judgment and properly authorized under sections 105(a), 365(a), 365(g) and 365(n). Counterparties were afforded a reasonable opportunity to make a section 365(n)(1) election.
  • Unless a counterparty made the section 365(n)(1)(B) election and filed a Notice of Election by the applicable Election Deadline or Supplemental Election Deadline, it is deemed to have elected to terminate under section 365(n)(1)(A) upon rejection.
  • Effective as of the Closing Date, all Electing Licensees must make their 365(n)(2)(B) Payments to the Buyer, and the Buyer holds the rights and remedies otherwise available to the Debtor upon a failure to pay or a breach.
• Noncompete Findings: Any "noncompete," "commercial exclusivity" or similar provision in a Rejected Outbound License Agreement — including Article 6 of the Genentech Agreement and Sections 8.4 and 8.5 of the Takeda Agreement — that purports to restrict activities outside the scope of the exclusive license granted to the licensee is not binding on the Buyer or its affiliates following Closing, is not protected by or enforceable under section 365(n), and the Acquired Assets are not acquired subject to such provisions. The Buyer conditioned consummation on entry of these findings. The Buyer has no Successor Liability with respect to any obligations under the Rejected Outbound License Agreements.
  • The proposed sale order attached to the Notice of Successful Bidder identified Noncompete Provisions in Article 6 of the Genentech Agreement, Section 3.4 of the Astellas Agreement, Sections 8.4 and 8.5 of the Takeda Agreement, the last sentence of Section 3.6 of the Roche Agreement and the last sentence of Section 2.1 of the OMT Agreement. Under the entered Sale Order, the Astellas, Roche and OMT agreements are Assigned Outbound License Agreements rather than Rejected Outbound License Agreements, and the Noncompete Findings reference the Genentech and Takeda provisions.
• Takeda: Nothing in the Sale Order impairs Takeda's (Shire Human Genetic Therapies, Inc.'s) rights retained under section 365(n) solely as they relate to the exclusive, worldwide license with sublicensing rights granted under Section 8.1 of the Takeda Agreement to make, have made, use, develop, sell, offer for sale and import Shire ZF Products in the Field, and to make, have made, use and import Shire ZF Compounds solely to develop and commercialize Shire ZF Products (the "Takeda Retained Rights").
  • Any other rights of Takeda, including under Sections 8.4 and 8.5, are not preserved and are not enforceable against the Buyer or its affiliates.
  • Takeda remains obligated to make all 365(n)(2)(B) Payments under the Takeda Agreement to the Buyer and to comply with Sections 12.1, 12.2 and 12.3 (the "Takeda Retained Obligations"); all other Takeda obligations are not preserved.
• Genentech: Upon execution of a new license agreement between Genentech and the Buyer in the form agreed prior to the Sale Hearing, Genentech consents to entry of the Sale Order and approval of the Sale Transaction and is deemed to have waived, terminated and released its section 365(n) rights with respect to the Acquired Assets, including those asserted in the Genentech 365(n) Notice [Docket No. 243], while retaining its section 365(n) rights with respect to the Debtor's intellectual property subject to that notice that constitutes Retained Assets. All 365(n)(2)(B) Payments owed by Genentech to the Debtor, including with respect to the Retained IP, are payable to the Buyer. Rights asserted by F. Hoffmann-La Roche Ltd or Hoffmann-La Roche Inc. in the Genentech 365(n) Notice are unaffected.
• Pre-Closing covenant: Seller was prohibited from amending, modifying, terminating, extending, renewing or waiving any provision of an Outbound License Agreement, or releasing or assigning any material right thereunder, in any manner that would encumber rights assigned to Buyer, expand the scope of licensee rights beyond those existing as of the date of the Purchase Agreement, or interfere with Buyer's exercise of its right to Exploit the Acquired Technology and Acquired Intellectual Property.

Seller Representations and Warranties

• Seller represents, subject to the Disclosure Schedule, that it is a Delaware corporation duly organized, validly existing and in good standing, with all requisite corporate power and authority to Exploit the Acquired Assets and Acquired Technology as currently conducted and to perform its obligations under the Transaction Agreements, and that it is duly qualified in each jurisdiction where required except where the failure would not reasonably be expected to have a Material Adverse Effect.
• Subject to entry of the Sale Order, Seller has duly authorized and approved the execution, performance and delivery of the Transaction Agreements and the consummation of the Contemplated Transactions, and each Transaction Agreement constitutes a legal, valid and binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability and general equity principles. No approval or action of Seller's shareholders is required.
• Sufficiency and ownership of assets: excluding Real Property, Employees, machinery, lab and office equipment, furniture, furnishings and fixtures, the Acquired Assets constitute all assets owned or purported to be owned by Seller or its affiliates that are necessary for Buyer to Exploit the Acquired Technology as Exploited by Seller in the Ordinary Course, other than rights to generally commercially available assets. Other than the Licensed Intellectual Property, Seller and the Seller Subsidiaries own and control all assets necessary for Buyer to Exploit the Acquired Technology and Acquired Intellectual Property. Seller has good, valid and marketable title to, or an enforceable license or leasehold interest in, the Acquired Assets free and clear of Liens other than Permitted Liens, and Buyer will acquire the same at Closing free and clear of all Liens except Permitted Liens.
• Intellectual property: Schedule 3.13(a) lists all registered and pending applications for Acquired Intellectual Property, each item of which is subsisting and, to Seller's knowledge, valid and enforceable, with all maintenance and renewal fees timely paid through Closing. Seller or an affiliate exclusively owns the Acquired Intellectual Property free of Liens other than Permitted Liens and holds legally sufficient written rights to the Licensed Intellectual Property, and together those constitute all Intellectual Property used in, necessary and sufficient for, the Exploitation of the Acquired Technology and Acquired Assets. In the past six years neither Seller's conduct nor its Exploitation of the Acquired Technology has infringed, misappropriated or violated any third-party Intellectual Property, and Seller has received no written notice of any such claim or contesting its ownership, validity or enforceability. Seller has taken commercially reasonable measures to protect material Know-How; all founders, employees, officers, directors, contractors and consultants involved in creating Acquired Intellectual Property executed written agreements containing confidentiality obligations and present assignments; no government, university, college, other educational institution or research-center funding, facilities or personnel were used in developing any Acquired Intellectual Property; Seller owes no royalties or other payments with respect to the Acquired Intellectual Property; and consummation will not cause any loss or impairment of Buyer's right to own or use the Acquired Intellectual Property or require any additional consideration.
• Litigation, compliance and Taxes: as of the date of the Agreement there is no Legal Proceeding pending or, to Seller's knowledge, threatened with respect to the Exploitation of the Acquired Technology or Acquired Assets, or that would adversely affect Seller's ability to close or Buyer's ability to Exploit the Acquired Technology without interruption. Seller and its affiliates hold all necessary Permits, listed on Schedule 3.9(b)(i), and are in material compliance with them and with applicable Law, and have received no notice of violation or investigation. No Seller employees, officers, Service Providers or clinical investigators have made untrue or fraudulent statements to any Governmental Authority or been debarred under 21 U.S.C. § 335a. All material Tax Returns relating to the Acquired Assets have been timely filed and are true and correct in all material respects, all such Taxes due have been paid, there is no pending Tax Contest, no Acquired Contract is a Tax sharing or indemnification agreement binding on Buyer, and there are no Liens for Taxes on the Acquired Assets other than Permitted Liens.
• No Liabilities relating to any Service Provider, and no Seller Plans or related Liabilities, are included in the Acquired Assets or Assumed Liabilities. Neither Seller nor any affiliate is party to a Collective Bargaining Agreement, and Seller has provided Buyer an Employee Census that is true and accurate as of the date of the Agreement.
• There are no material Permits relating to the Acquired Assets except as set forth on Schedule 3.6(d), and no material prepaid expenses or deposits related to the Acquired Assets.
• Since January 1, 2024, there has been no change, occurrence, circumstance or event that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.
• No human clinical trials have been conducted in connection with any Acquired Technology or Acquired Asset since 2011.
• No agent, broker or finder acting on behalf of Seller or its affiliates is or will be entitled to any broker's or finder's fee or other commission in connection with the Contemplated Transactions, and Seller has provided Buyer all engagement letters with banks related to the sale of assets or bankruptcy.

Buyer Representations and Warranties

• Buyer is a Delaware limited liability company duly organized, validly existing and in good standing, with all requisite limited liability company power and authority to enter into, deliver and perform its obligations under the Transaction Agreements and to carry out the Contemplated Transactions, and has duly authorized their execution and delivery.
• Each Transaction Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability and general equity principles.
• As of the date of the Agreement, there is no Legal Proceeding pending or, to Buyer's knowledge, threatened against Buyer that challenges or seeks to prevent, enjoin, alter or delay the Contemplated Transactions.
• No agent, broker or finder acting on behalf of Buyer or its affiliates is or will be entitled to any broker's or finder's fee or other commission in connection with the Contemplated Transactions.
• Each of Buyer and Seller confirms that it has not been induced by and has not relied upon any representations, warranties or statements, express or implied, made by the other party or its affiliates, officers, directors, employees, agents or representatives that are not expressly set forth in the applicable Article of the Agreement, whether made in writing or orally.

Covenants Prior to Closing

• Conduct of business: subject to limitations imposed by the Bankruptcy Court, the Bankruptcy Code or the DIP Financing Agreement, Seller must use commercially reasonable efforts to maintain the Acquired Assets and Acquired Technology as they were on the date of the Agreement and to comply with the Acquired Contracts and applicable Law. Nothing in the Agreement gives Buyer the right to control or direct operations before Closing; Seller retains complete control and supervision of the Acquired Assets, and no Buyer consent is required where the requirement would violate applicable Law.
• Without Buyer's written approval (not to be unreasonably withheld, conditioned or delayed), Seller may not, in relation to the Acquired Assets or Acquired Technology: incur non-Retained Liabilities outside the Ordinary Course; divest, dispose of or encumber Acquired Assets other than obsolete non-intellectual-property assets with an aggregate fair market value not exceeding $5,000; enter into, terminate or amend any Contract that would have been a Schedule 3.6(a) Contract; enter into or amend affiliate transactions; settle or commence litigation or fail to prosecute or defend intellectual property proceedings; fail to notify Buyer promptly of any third-party challenge, regulatory default or material adverse development; fail to diligently prosecute pending patent applications, make patent term extension filings, pay maintenance fees or otherwise prevent abandonment, loss or impairment of Acquired Intellectual Property; sell, license, sublicense, abandon, dedicate to the public or otherwise dispose of Acquired Intellectual Property or impair rights under any Intellectual Property License; disclose confidential information or Know-How other than in the Ordinary Course to persons bound by written non-use and non-disclosure obligations; fail to maintain confidentiality or invention-assignment protections; fail to maintain regulatory filings, approvals and designations or fail to give prompt written notice of any FDA action, warning letter, recall or adverse event matter; correspond with the FDA or similar authorities without prior notice to Buyer; initiate or conduct new preclinical or clinical trials; terminate any Employee or take action that would discourage any Employee from accepting a Hire Offer; increase compensation or grant or accelerate bonuses, severance, retention or change-in-control payments; take action constituting a plant closing or mass layoff under the WARN Act; or enter into any Collective Bargaining Agreement.
• Intellectual property recordation: prior to Closing, Seller must record its current corporate name as assignee, in the United States Patent and Trademark Office and relevant foreign authorities, for each issued patent or pending application that still lists its former name "Sangamo BioSciences, Inc.," and must record the applicable executed inventor assignments for four specified filings — U.S. patent application nos. 62/378,978 and 62/433,981 (Engineered Target Specific Nucleases), PCT/US2026/024034 (Fitness Maturation of a Blood-Brain Barrier Penetrant AAV Capsid) and U.S. patent application no. 64/064,988 (STAC-BBB Potency Assay) — providing Buyer written documentation of each.
• Subject to applicable legal requirements and the limitations on operations imposed by the Bankruptcy Court, the Bankruptcy Code or the DIP Financing Agreement, each party must cooperate and use commercially reasonable efforts to take all appropriate action to consummate the Contemplated Transactions in the most expeditious manner practicable, including satisfaction of the closing conditions in Article VI, and must use their respective reasonable best efforts to promptly cause the conditions to Closing to be satisfied; provided that, other than as set forth in Section 5.5, such action does not require any party or its affiliates or representatives to pay money to any third party, commence or participate in any Legal Proceeding, or offer or grant any accommodation, financial or otherwise, to any third party.
• Prior to Closing, each party must use reasonable best efforts to obtain any Consents from, and provide notices to, Governmental Authorities and third parties under the Acquired Contracts required to effect the transactions or accomplish the assignment of the Acquired Contracts to Buyer, and to lift any injunction or other legal bar to consummation.
• Regulatory matters: each party must use commercially reasonable efforts to prepare and file all required notices, reports and documents with any Governmental Authority as promptly as practicable. The parties must cooperate in good faith with any Governmental Authority review, investigation or inquiry, promptly notify each other in writing of related communications and provide copies of written communications and summaries of material oral communications, permit advance review of proposed written communications and consider the other party's reasonable comments in good faith, and refrain from independently participating in any substantive meeting, discussion or telephone call with a Governmental Authority without reasonable prior written notice and, where permitted, an opportunity to attend and participate. All filing fees incurred in connection with any filing or notice required under Section 5.5 are borne solely by Buyer.
• Access to information is subject to carve-outs: Buyer will not have access to personnel records relating to individual performance or evaluation records or medical histories, or to information Seller is under a contractual or legal obligation not to supply in Seller's reasonable opinion, and Seller is not required to take any action constituting a waiver of attorney-client or other privilege or compromising confidential information unrelated to the Acquired Assets. In the case of the latter two carve-outs, Seller must use commercially reasonable efforts to work in good faith with Buyer to provide the information or access in a manner that would not violate such obligations or waive such privilege.

Closing Mechanics and Conditions Precedent

• Closing occurs via electronic exchange of documents at 10:00 a.m. ET on the first business day following satisfaction or waiver of all conditions in Article VI, or at such other time as Buyer and Seller mutually agree in writing.
• Seller deliverables at Closing: a Bill of Sale, an IP Assignment Agreement and an Assignment and Assumption Agreement, each duly executed by Seller and the applicable Seller Subsidiaries, together with a duly completed IRS Form W-9.
• Buyer deliverables at Closing: the Purchase Price by wire transfer of immediately available funds, and duly executed counterparts of the Bill of Sale, IP Assignment Agreement and Assignment and Assumption Agreement.
• Conditions to Buyer's obligations include: entry of the Bidding Procedures Order and the Sale Order, each as a Final Order; accuracy of Seller's representations and warranties at the specified standards (with Fundamental Representations true and correct other than de minimis inaccuracies, Intermediate Representations true in all material respects, Section 3.8 in all respects, and other representations subject to a Material Adverse Effect qualifier); Seller's performance of covenants in all material respects; delivery of the Section 2.6(a) items; absence of any Governmental Order or Law restraining the transactions; treatment of each Outbound License Agreement containing an Outbound License Non-Compete (either rejection with the Non-Compete Finding or a new or amended license agreement acceptable to Buyer in its sole discretion); payment of applicable Cure Costs to Acquired Contract counterparties; no continuing Material Adverse Effect arising after the date of the Purchase Agreement; and entry of the Interim DIP Order and Final DIP Order.
• Conditions to Seller's and the Seller Subsidiaries' obligations include: entry of the Sale Order as a Final Order; accuracy in all material respects of Buyer's representations and warranties; Buyer's performance of covenants in all material respects; delivery of the Section 2.6(b) items; and absence of any Governmental Order or Law restraining the transactions.
• The Court found compelling circumstances for an immediate sale, that time is of the essence, that there is cause to waive the stays under Bankruptcy Rules 6004(h) and 6006(d), and that the transactions neither impermissibly restructure creditors' rights nor impermissibly dictate the terms of a chapter 11 plan and therefore do not constitute a sub rosa plan. The Sale Order is immediately effective and enforceable upon entry, the 14-day stay is expressly waived, and the Debtor is not subject to any stay of the Order or of its implementation, enforcement or realization.

Post-Closing Arrangements

• Omitted Assets: If any asset or right constituting an Acquired Asset was not delivered at Closing, the Debtor is authorized and directed to promptly transfer it to the Buyer for no additional consideration. Where transfer is not legally permissible, the Debtor must obtain or structure an arrangement — by exclusive, worldwide, perpetual, irrevocable and fully paid license or sublicense, sub-assignment or other means — for the Buyer to receive the economic and operational claims, rights and benefits of ownership, including net profits from operation or subsequent sale and the right to manage and control such assets, in each case for no additional consideration.
• Wrong-pocket payments: Amounts received by Seller after Closing under or with respect to any Acquired Assets must be promptly paid to Buyer by wire transfer, and amounts received by Buyer that constitute Retained Assets must be promptly paid to Seller.
• License to Retained Intellectual Property; right of reference: Seller grants Buyer and its affiliates (i) a perpetual, non-exclusive, transferable, irrevocable, sublicensable (through multiple tiers), worldwide, royalty-free and fully paid license under the Retained Intellectual Property (excluding that set forth in Schedule 7.2(a)) to the extent useful to Exploit the Acquired Technology and Acquired Assets for any and all uses, including the diagnosis, prevention and treatment of any and all diseases in humans or animals; and (ii) a worldwide, perpetual, irrevocable, transferable, sublicensable right of reference to regulatory filings, data and information controlled by Seller or its affiliates generated in connection with the Acquired Assets, to the extent necessary or useful to support regulatory filings for products Exploited using the Acquired Technology or Acquired Assets.
• Licenses back: Buyer will negotiate in good faith with each purchaser of a Retained Program the terms of a royalty-free, fully paid-up non-exclusive license, in the relevant territory and with sublicensing rights, under Buyer's rights in the Acquired Intellectual Property set forth in Schedule 7.2(b), in form and substance acceptable to Buyer in its reasonable discretion, with Buyer agreeing not to unreasonably refuse. Buyer also grants Seller a limited, non-exclusive, non-transferable license to use Acquired Intellectual Property previously used in an Existing Clinical Trial — the long-term follow-up study of sickle cell disease and beta-thalassemia subjects previously exposed to BIVV003 or ST-400 (NCT05145062) and the long-term follow-up study of subjects who received SB-318, SB-913 or SB-FIX (NCT04628871) — solely as necessary to complete or wind down such trial, sublicensable only to the primary investigator and terminating automatically upon completion.
• Technology transfer: Within 20 days after Closing, and at no additional charge, Seller must effect a technology transfer to Buyer of all then-existing Know-How, associated data and results, manufacturing processes and protocols, and manufacturing data, information and services of Seller Contractors (the "Transferred Technology"), in each case to the extent related to the Acquired Assets and owned or controlled by Seller or its affiliates, including items held by any vendor, contractor, contract research organization or contract development and manufacturing organization; as to tangible goods, the deadline is conditioned on Buyer having provided a shipping destination and written confirmation of readiness to receive. Seller must begin identifying, collecting, organizing and preparing the Transferred Technology as of the date of the Purchase Agreement, and for up to 20 business days after completion of the transfer must provide technical assistance at no additional charge, including in-person, telephonic or electronic consultation with knowledgeable personnel, access to relevant Documents, tangible research materials and information systems, and introductions to Seller Contractors.
• Permits and licenses: To the maximum extent permitted by law, the Buyer is authorized as of the Closing Date to operate under any license, permit, registration or governmental authorization of the Debtor with respect to the Acquired Assets, all of which are authorized to be transferred. Where the Buyer cannot so operate, such authorizations remain in effect while the Buyer, with the Debtor's assistance, works promptly and diligently to secure new issuances. No Governmental Unit may deny, revoke, suspend or refuse to renew any permit or license relating to the Acquired Assets on account of the filing or pendency of the chapter 11 case or the consummation of the Sale Transaction to the extent such action would violate section 525.
• Further assurances: Seller must, and must cause its affiliates and use commercially reasonable efforts to cause its Service Providers to, execute any documents reasonably requested by Buyer to confirm and perfect Buyer's ownership of the Acquired Intellectual Property, and must use commercially reasonable efforts to facilitate Buyer's access to Service Providers with information useful for the prosecution, maintenance and enforcement of that Intellectual Property.
• Access to information: from signing until the earlier of the third anniversary of the Closing Date or the effective date of the chapter 11 plan, Seller must give Buyer and its representatives reasonable access to employees, facilities and books and records relating to the Acquired Assets, permit inspections, furnish requested information, and provide copies of all variance reports, budgets, financial documents and other information delivered under the DIP Financing Agreement. Access is at Buyer's expense, during normal business hours, under Seller's supervision and on reasonable prior notice, and excludes individual performance and medical records, information Seller is contractually or legally barred from supplying, and anything that would waive privilege or compromise confidential information unrelated to the Acquired Assets, with the parties to work in good faith on alternative means of disclosure.
• Wrong-pocket tax treatment: the parties must cooperate to effect the wrong-pocket arrangements in a tax-efficient manner, including by treating the party initially in possession of a payment as holding it as agent or nominee for the transferee for all applicable tax purposes to the extent permitted by law.

Employment Matters

• Subject to completion of Buyer's customary screening procedures to Buyer's reasonable satisfaction, Buyer (or a Buyer affiliate) will extend a Hire Offer to each Person listed on Schedule 7.4(a), effective on the Closing Date and contingent on the Closing and the employee's resignation from all positions with Seller and its affiliates. Each Hire Offer is on terms established by Buyer in its sole discretion, and Buyer will not unreasonably withhold satisfaction of screening.
• Seller and its affiliates must cooperate in good faith to facilitate Hire Offers, including by making employees reasonably accessible for interviews and facilitating Buyer's evaluation processes. Buyer will notify Seller by the Closing Date whether each Hire Offer has been accepted or rejected.
• Seller retains all Liabilities relating to any termination of employment of any employee who does not become a Hired Employee, whether under any Seller Plan or applicable Law.
• WARN Act: On or before the Closing Date, Seller must provide a list of names and sites of employment of all employees who have experienced or are expected to experience an "employment loss" or "layoff" within 90 days prior to the Closing Date, updated as reasonably requested. Seller is solely responsible for any WARN Act notice and Liabilities relating to employees terminated by Seller before, upon or after Closing. Buyer will provide any required WARN Act notice with respect to any plant closing, mass layoff or group termination affecting Hired Employees occurring from and after Closing.
• Seller and its affiliates are solely responsible for all obligations and Liabilities under Section 4980B of the Code with respect to all "M&A qualified beneficiaries."
• No third-party beneficiaries: nothing in the employment provisions amends any Seller Plan or other benefit plan, confers any right to employment, continued employment or any level of compensation or benefits on any Service Provider, or limits either party's right after Closing to amend or terminate any employee benefit plan.

Mutual Releases

• Effective as of the Closing, Seller, on behalf of itself, its affiliates and their respective predecessors, successors, assigns, directors, officers, employees, agents, representatives, members, managers, partners, equityholders, controlling persons and advisors, irrevocably and unconditionally releases the Buyer Released Parties from all claims of every kind, whether known or unknown, arising out of or relating to events or circumstances existing up to and including the Closing in connection with the Purchase Agreement, the other Transaction Agreements, the Acquired Assets, the Assumed Liabilities, the Retained Assets, the Retained Liabilities, or any other contract between the parties.
• The Buyer grants a reciprocal release in favor of the Seller Released Parties on substantially the same terms.
• Both releases carve out (i) rights and obligations under the Purchase Agreement, the other Transaction Agreements and the Sale Order that by their terms survive the Closing and (ii) claims arising from Fraud. Each party expressly assumes the risk of later-discovered or different facts and waives, to the fullest extent permitted by law, any provision of law that would restrict or limit the release.

Termination

• The Purchase Agreement may be terminated by mutual written consent of Buyer and Seller.
• Buyer may terminate by written notice at any time before Closing on any of the following grounds:
  • the Closing has not occurred on or before September 30, 2026 (the "Outside Date"), unless Buyer's own breach was the principal cause;
  • the Court enters an order approving a sale of any Acquired Assets to another person without Buyer's consent, or Seller proposes any Alternative Transaction (whether or not consummated), or an Alternative Transaction is consummated;
  • Buyer is not designated the winning bidder at the conclusion of any auction with respect to all or any portion of the Acquired Assets;
  • Seller breaches any representation, warranty, covenant or agreement such that a closing condition cannot be satisfied and the breach is not cured within five business days following written notice (not extending beyond the Outside Date);
  • the chapter 11 case is converted to chapter 7 or dismissed, a venue change is sought or granted, or a chapter 11 trustee or examiner with expanded powers is sought or appointed;
  • Seller withdraws or seeks authority to withdraw the Sale Motion (other than an amendment made with Buyer's prior written consent);
  • the Bidding Procedures Order or Sale Order is stayed, reversed, vacated, modified or amended in any manner adverse to Buyer and not eliminated within 14 days; the Court enters any order materially inconsistent with the Purchase Agreement, the Bidding Procedures Order or the Sale Order, including any order granting stay relief to permit foreclosure on the Acquired Assets; or either order contains any term not acceptable to Buyer;
  • Seller fails to meet any Milestone; a DIP order or postpetition financing is entered into or amended in violation of Buyer's consent rights; or an event of default occurs and is continuing under the DIP Financing Agreement, including any acceleration or termination of commitments; or
  • a final, non-appealable Governmental Order permanently prohibits the Contemplated Transactions, provided Buyer is not then in material breach.
• Seller may terminate by written notice before Closing if the Closing has not occurred by the Outside Date (unless Seller's breach was the principal cause), if a final, non-appealable Governmental Order permanently prohibits the transactions (provided Seller is not then in material breach), or upon an uncured breach by Buyer following a five-business-day cure period.
• Upon termination, the Agreement and the parties' rights and obligations end without Liability, except that nothing relieves any party from Liability for Fraud, willful misconduct or intentional breach prior to termination, and the provisions governing effects of termination, expenses, governing law, jury trial waiver and submission to jurisdiction survive. Each party must comply with the Confidentiality Agreement, including provisions on return or destruction of documents.

Bankruptcy Case Covenants and DIP Financing Consent Rights

• Buyer's prior written consent is required for all definitive documents related to the sale process filed with or submitted to the Bankruptcy Court, including the Bidding Procedures, the Bidding Procedures Order, the Sale Motion, the Sale Order, any amendments to the Transaction Agreements, and any other pleading relating in any way to the Agreement, the Contemplated Transactions or those orders. Seller must provide copies sufficiently in advance of filing — and in no event less than three business days where reasonably practicable — and must incorporate all reasonable comments of Buyer.
• From the Petition Date until the earlier of Closing or termination, Seller must not pursue or seek, and must oppose, conversion of the case to chapter 7, dismissal, or the appointment of a trustee or examiner with expanded powers, and must not take or omit any action that would reasonably be expected to result in the termination, revocation or material limitation of its authority to operate as a debtor in possession. After entry of the Sale Order, no other proposed order submitted by Seller may conflict with or interfere with the Agreement.
• Seller must use reasonable efforts to assist Buyer in providing adequate assurance of future performance under section 365 for the Acquired Contracts, and Buyer and Guarantor must use reasonable efforts to assist Seller in establishing that ability.
• Without Buyer's prior written consent, Seller may not enter into or permit to become effective any DIP Financing Agreement, Interim or Final DIP Order, or other postpetition financing arrangement (or any amendment, replacement or waiver thereof) that would: grant any Lien on the Acquired Assets not released at or prior to Closing pursuant to the Sale Order; require the consent of DIP parties as a condition to consummation or to entry of the Sale Order; impose any covenant, milestone, budget restriction or condition that would prevent, impede or materially delay performance or consummation in accordance with the Milestones; require use of proceeds for any purpose materially and adversely affecting the Acquired Assets; or otherwise adversely affect Buyer's rights or the ability to consummate.
• Seller must use commercially reasonable efforts to provide Buyer with two business days' notice of the DIP Financing Agreement, the proposed Interim DIP Order (other than the proposed Interim DIP Order for the Northridge DIP Facility), the proposed Final DIP Order, and any material proposed changes thereto.
• Seller's entry into and performance under the Northridge DIP Term Sheet — a senior secured, superpriority Debtor-in-Possession Term Loan Facility Summary of Terms and Conditions dated on or about June 22, 2026, among Seller, the Seller Subsidiaries and Northridge ATM, LLC — is not subject to Buyer's prior written consent and does not otherwise violate these covenants; provided that to the extent the Interim DIP Order, Final DIP Order or Northridge DIP Facility contains terms inconsistent with, or not addressed by, the Northridge DIP Term Sheet, such orders and documents must comply with Buyer's consent rights.

No Survival; "As Is" Sale; Remedies

• None of the representations and warranties in the Purchase Agreement survives the Closing. Covenants requiring performance before Closing expire at Closing; covenants requiring performance after Closing survive until due or performed. Nothing relieves any person from liability for Fraud, defined as actual and intentional fraud under Delaware common law with respect to a representation or warranty in the Purchase Agreement, another Transaction Agreement or a certificate delivered in connection with either.
• The Acquired Assets are sold "AS IS, WHERE IS." Seller expressly disclaims and negates any representation or warranty, express or implied, as to the condition of the Acquired Assets, including any implied or express warranty of merchantability, fitness for a particular purpose, conformity to models or samples, or absence of defects, latent or patent, and disclaims any representation as to projections, forecasts, business plans, estimates or budgets. Each party also represents that it was not induced by and did not rely on any representation outside the four corners of the agreement.
• Remedies are cumulative. Each party may seek specific performance and injunctive relief without proving the inadequacy of money damages and without posting bond, and the only permitted objection to such relief is contesting the existence of a breach or threatened breach.
• Neither party may assign the Purchase Agreement without the other's prior written consent, except that Buyer may assign, in whole or in part, to one or more of its affiliates (without relieving Buyer of its obligations) or to an unaffiliated person in connection with a license, sale, disposal or transfer of the Acquired Technology or Acquired Intellectual Property, whether standalone or as part of a larger transaction.
• Waiver: no waiver is valid or binding unless in writing and executed by the party against whom enforcement is sought, and any waiver applies only to the specific matter described. No action taken under the Agreement, including any investigation by or on behalf of a party, constitutes a waiver of compliance with any representation, warranty, covenant or agreement, and no failure, delay or partial exercise of any right operates as a waiver of that or any other right.
• Expenses: except as otherwise set forth in the Agreement, each party bears its own expenses incurred in connection with the preparation, execution and performance of the Transaction Agreements and the Contemplated Transactions, including all fees and expenses of agents, representatives, counsel and accountants.
• Entire agreement: the Agreement, including the Schedules and Exhibits, supersedes all prior agreements between the parties with respect to its subject matter and constitutes, together with the other Transaction Agreements and the Confidentiality Agreement, a complete and exclusive statement of the terms of the parties' agreement. It may not be amended except by a written agreement executed by the party to be charged. Severability applies, and the Disclosure Schedule is arranged in sections corresponding to Article III.
• Counterparts, construction and jury trial: the Agreement may be executed in counterparts, including by facsimile or other electronic transmission; each party has consulted such legal, financial, technical or other experts as it deems necessary and no rule of construction against the drafter applies; and each party irrevocably waives any right to trial by jury in respect of any litigation arising out of or relating to the Agreement or the Contemplated Transactions.
• Notices are deemed duly given when delivered in person; when delivered by email (subject to duplicate overnight courier delivery the same day or written confirmation of receipt); three business days after registered or certified mail; or one business day after overnight courier.
  • If to Seller or the Seller Subsidiaries: Sangamo Therapeutics, Inc., 501 Canal Boulevard, Richmond, California 94804, Attention: Legal, with a copy (not constituting notice) to Cooley LLP, 55 Hudson Yards, New York, New York 10001, Attention: Cullen Speckhart, Lauren Reichardt and Lindsey O'Crump Crow.
  • If to Buyer or Guarantor: Eli Lilly and Company, Lilly Corporate Center, Indianapolis, Indiana 46285, Attention: Head of Corporate Business Development, with an additional copy (not constituting notice) to Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064, Attention: Krishna Veeraraghavan, Chelsea Darnell and Jacob A. Adlerstein.

Purchase Price Allocation and Tax Matters

• Within 120 days after Closing, Buyer must deliver a draft IRS Form 8594 allocating the consideration among the Acquired Assets under section 1060 of the Code, treating the consideration as the Purchase Price plus the portion of the Assumed Liabilities treated as assumed liabilities for federal income tax purposes, with no amount treated as paid to Buyer for assuming liabilities under the principles of James M. Pierce Corp. v. Commissioner. Seller has 45 days to propose changes; unresolved disputes after 60 days go to PricewaterhouseCoopers LLP, whose fees are borne equally. Absent timely comment the statement is final, and both parties must file consistently with it absent a determination under section 1313(a).
• All Transaction Taxes (sales, use, transfer, real property transfer, documentary stamp, recording and similar taxes) are borne by Seller and are Excluded Taxes; the parties must cooperate on related filings.
• Periodic Taxes (real property Taxes, personal property Taxes and similar ad valorem obligations) for a Straddle Period are apportioned on a daily basis as of the Closing Date; all other Straddle Period taxes on the Acquired Assets or Assumed Liabilities are prorated on a closing-of-the-books basis as of the end of the Closing Date.
• Buyer and its agents may deduct and withhold amounts required under applicable Law from any consideration payable, and amounts so withheld and timely remitted are treated as paid to the recipient. The parties must provide each other with assistance, records and final determinations in connection with tax returns, audits and proceedings relating to the Acquired Assets and Assumed Liabilities, with such information maintained confidentially.

Publicity and Confidentiality

• The parties jointly prepared and agreed the initial press release. Thereafter neither may issue a press release, public announcement or other public communication about the Purchase Agreement or the Contemplated Transactions, or disclose a copy or the terms of the agreement, without the other's prior written consent, except as required by applicable Law or the requirements of the SEC, NASDAQ, the NYSE, the IRS, a state taxing authority or comparable foreign authorities, in which case the disclosing party must consult in good faith on form and content and incorporate reasonable comments. After Closing, each may disclose to employees, advisors, agents and consultants with a need to know who are advised of and agree to maintain confidentiality.
• Seller may make Bankruptcy Disclosures without Buyer's consent where required by the Court, any order of that court (including the Bidding Procedures Order), the Bankruptcy Code or the Bankruptcy Rules, or relating to marketing of the Acquired Assets, solicitation of Qualified Bids, the auction and its timeline, the Bidding Procedures, the Sale Hearing or the bid deadline, or constituting a filing, notice or communication to the Court or a party in interest; Seller must use reasonable efforts to give Buyer two business days' prior written notice with a copy, and must consider Buyer's comments in good faith.
• From and after Closing, Seller and its and its affiliates' Service Providers, representatives, advisors and consultants must keep confidential and not publish, disclose or use any confidential or proprietary information contained in the Acquired Technology or Acquired Intellectual Property, including data, compositions of matter and other chemical or biological materials, inventions, ideas and other Know-How, subject to carve-outs for information already public or later becoming public other than through their breach, and permitted disclosures required by Law (with advance written notice to Buyer) or to legal, financial or tax advisors bound by confidentiality. Buyer may seek a temporary injunction, without bond, for any violation or threatened violation, in addition to other remedies.
• The Confidentiality Agreement dated November 21, 2023 between the Guarantor and Seller, together with any addenda or amendments, remains in effect and, on termination of the Purchase Agreement, each party must comply with it, including its provisions on return or destruction of documents.

Jurisdiction and Related Relief

• The Court has jurisdiction under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference dated February 29, 2012, and may enter a final order under Article III of the United States Constitution; venue is proper under 28 U.S.C. §§ 1408 and 1409; and the matter is a core proceeding under 28 U.S.C. § 157(b). The statutory predicates are sections 105, 363 and 365, with relief also authorized under Bankruptcy Rules 2002, 6004, 6006, 9006, 9007, 9008 and 9014 and Local Rules 2002-1, 6004-1 and 9006-1. The Motion was a procedurally proper mechanism for enforcement and no adversary proceeding was required. The findings and conclusions constitute the Court's findings of fact and conclusions of law under Bankruptcy Rule 7052, the findings and conclusions in the Bidding Procedures Order are incorporated by reference, and all time periods are calculated under Bankruptcy Rule 9006(a). The Sale Order was entered by the Honorable Craig T. Goldblatt on August 20, 2026 in Wilmington, Delaware.
• Notice of the Motion, the Bidding Procedures, the Sale Hearing, the Sale Transaction, the proposed rejection of the Rejected Outbound License Agreements, the proposed assumption and assignment of the Acquired Contracts, and the proposed entry of the Sale Order was found due, proper, timely, adequate and sufficient, as evidenced by affidavits of service at Docket Nos. 180, 185 and 193.
• All unresolved objections and responses to the Motion are overruled on the merits and denied with prejudice. All persons given notice who failed to timely object are deemed to consent to the relief granted, including for purposes of sections 363(f)(2), 365(c)(1) and 365(e)(2).
• The Sale Order constitutes a final order within the meaning of 28 U.S.C. § 158(a), is binding upon all pre- and post-petition creditors, interest holders, the UCC, any Court-appointed committee, successors and assigns, and any trustee or examiner appointed in the chapter 11 case or upon conversion to chapter 7, and inures to the benefit of the Buyer's successors and assigns. Its provisions survive confirmation of any plan, conversion or dismissal, are non-severable and mutually dependent, and control in the event of any inconsistency with the Purchase Agreement.
• The Court retains jurisdiction to interpret, implement and enforce the Sale Order and the Purchase Agreement and to adjudicate disputes relating to the Sale Transaction and to the assumption and assignment or rejection of executory contracts, including any Outbound License Agreements; provided that counterparties to Assigned Outbound License Agreements retain the right to enforce forum selection provisions with respect to disputes arising after the Closing Date. The Purchase Agreement and related documents may be modified, amended or supplemented by the parties in accordance with their terms without further order of the Court.
• The Purchase Agreement is governed by the laws of the State of Delaware applicable to contracts executed and performed solely in such state, without regard to the location of physical assets or to conflicts of laws principles, and the parties submit to the exclusive jurisdiction of the Bankruptcy Court (or, if the case is closed, the U.S. District Court for the District of Delaware or the Delaware state courts).
• Corporate authority and enforceability: the Court found the Acquired Assets are property of the estate under section 541 and that the Debtor has full corporate power and authority to execute the Purchase Agreement and consummate the Sale Transaction, has taken all necessary corporate action, and, subject to entry of the Sale Order, needs no further consents or approvals beyond those expressly set out in the Purchase Agreement or the Order. The Purchase Agreement is specifically enforceable against, and binding upon, the Debtor and any chapter 7 or chapter 11 trustee without posting bond, and is not subject to rejection or avoidance.

Case Milestones (Merope Purchase Agreement)

Measured from the Petition Date (June 23, 2026); failure to meet any Milestone is a Buyer termination right.

• Petition filing: no later than one day after the date of the Purchase Agreement (i.e., on or before June 23, 2026)
• Filing of the motion seeking entry of the Bidding Procedures Order and the Sale Order: on the Petition Date, in form and substance acceptable to Buyer
• Entry of the Interim DIP Order: no later than 3 business days after the Petition Date
• Entry of the Bidding Procedures Order: no later than 7 days after the Petition Date (entered July 14, 2026 at Docket No. 122)
• Entry of the Final DIP Order: no later than 30 days after the Petition Date
• Binding bid deadline: no later than 32 days after the Petition Date
• Commencement of the auction (if any): no later than 42 days after the Petition Date (commenced August 10, 2026)
• Entry of the Sale Order: no later than 52 days after the Petition Date (entered August 20, 2026)
• Closing: no later than 67 days after the Petition Date
• Outside Date: September 30, 2026

Part III — Equipment Lot 1 Sale (Future Solution Investments, LLC)

Parties Involved

• Seller: Sangamo Therapeutics, Inc., as debtor and debtor in possession.
• Buyer: Future Solution Investments, LLC, a Delaware limited liability company with a notice address at 970 W. Broadway, Suite E #464, Jackson, Wyo. (together with any Designated Purchaser), which was designated the Successful Bidder for the Transferred Assets after consultation with the Consultation Parties. Heritage Global Partners, Inc. was designated Backup Bidder.
• The Court found that neither the Buyer nor any of its affiliates, officers, directors, managers, shareholders, or members is an "insider" of the Debtor within the meaning of section 101(31) of the Bankruptcy Code, and that no common identity of directors, managers, controlling shareholders, or members exists between the Debtor and the Buyer.
• The APA, dated Aug. 14, 2026, was executed for the Buyer by Michael F. Solomon, Managing Director, and for the Seller by Scott B. Willoughby, Chief Legal Officer.
• Advisers: Cooley LLP is the Seller's notice counsel and KTBS Law LLP the Buyer's. Raymond James is the Seller's investment banker, with its fees payable by the Seller; the Buyer represents that it has engaged no agent, broker, or other person entitled to a commission or finder's fee.
• In approving the sale the Court considered the Motion and its exhibits, the Bidding Procedures Order, the Purchase Agreement, any objections, and the Declarations of Geoffrey Richards in support of the bidding procedures motion [Docket No. 14] and in support of the sale of Equipment Lot 1 and Equipment Lot 2 [Docket No. 333], and of Scott B. Willoughby in support of the sale of the Equipment Assets [Docket No. 341].

Assets Being Sold

• The Transferred Assets consist of the Equipment Lot 1 Assets identified in the Notice of the Debtor's Designation of Future Solution Investments LLC as the Successful Bidder with Respect to the Transferred Assets [Docket No. 290], comprising the laboratory equipment scheduled on Schedule 1.1(a) — including chromatography and purification systems, protein stability screening and Nanodrop instrumentation, and an EnVision 2105 multimode plate reader — located at the Debtor's Richmond, Calif. and Brisbane, Calif. facilities.
• The sale is made free and clear of all Liens other than Permitted Liens. The APA is entered into in accordance with sections 105 and 363 of the Bankruptcy Code, and the Court authorized consummation of the Sale Transaction under sections 105, 363, and 365. The APA's recitals reserve the Buyer's right to assign its rights and obligations to one or more of its affiliates, although Section 12.4 otherwise bars either party from assigning rights or delegating obligations without the other's prior written consent.
• Excluded Assets comprise all assets, properties, interests, and rights of the Seller that are not Transferred Assets, all of which the Seller retains.
• Assumed Liabilities are limited, without duplication and only to the extent not already paid, performed, discharged, or otherwise satisfied on or before the Closing Date, to:
  • All Liabilities of the Seller arising out of or relating to the Transferred Assets solely to the extent arising after the Closing Date; and
  • All Taxes arising out of ownership of the Transferred Assets or the Assumed Liabilities attributable to taxable periods, or portions thereof, beginning after the Closing Date.
• All other Liabilities, obligations, and Claims — whether known or unknown, direct or contingent, in litigation, threatened, or not yet asserted — constitute Excluded Liabilities retained by the Seller. Taxes arising out of ownership of the Transferred Assets or the Assumed Liabilities attributable to taxable periods, or portions thereof, ending on or before the Closing Date are Excluded Liabilities. All sales, use, excise, documentary, stamp, value added, recordation, license, conveyance, and similar Transfer Taxes are borne by the Buyer, which must timely file the related Tax Returns, pay or discharge the Transfer Taxes, and indemnify the Seller and its affiliates against any Taxes, expenses, or losses relating to them; the Seller must cooperate as reasonably requested in obtaining any exemption from or reduction in Transfer Taxes.

Consideration and Credit Bid

• The aggregate Consideration is comprised of (i) the assumption of the Assumed Liabilities and (ii) an offset, pursuant to the Buyer's credit bid in connection with the Auction, against the Outstanding DIP Obligations in an amount equal to $250,000 (the "Credit Bid DIP Offset").
• No cash payment in respect of the Consideration is required at Closing; the Outstanding DIP Obligations will be deemed reduced by the Credit Bid DIP Offset.
• Pursuant to the Replacement Interim DIP Order [Docket No. 176] and section 363(k) of the Bankruptcy Code, the DIP Liens in favor of the Replacement DIP Lender entitle the Buyer to offset the purchase price by credit bidding up to $250,000 of the DIP Obligations.
• Outstanding DIP Obligations are all amounts owed by the Company in respect of the Commitments under the Senior Secured, Super-Priority Debtor-in-Possession Loan, Guaranty and Security Agreement dated as of August 2026, among the Buyer, as lender, the Company, and the other loan parties thereto.
• The Court found that the Credit Bid, including the form and total consideration to be realized by the Debtor, constitutes the highest or otherwise best offer received for the Transferred Assets, is fair and reasonable, is a necessary component of the Sale Transaction on which the Debtor and the Buyer relied in entering into the Purchase Agreement, and is in the best interests of the Debtor, its estate, its creditors, and other parties in interest.
• The Buyer represents that it holds sufficient Outstanding DIP Obligations to satisfy the Credit Bid DIP Offset and has, or will have when payment is required, sufficient funds to consummate the transactions, including timely satisfaction of any Assumed Liabilities after Closing.
• Within 90 days following Closing, the Buyer must deliver a proposed allocation of the Consideration among the Transferred Assets under section 1060 of the Internal Revenue Code, with the parties to file IRS Forms 8594 and all federal, state, and local Tax Returns consistent with that Allocation, and to take no inconsistent position in any Tax audit or proceeding, absent contrary requirements of law. If a taxing authority proposes a different allocation, the party receiving notice must inform the other and provide a copy, and the parties must cooperate in good faith to resolve the matter. The Buyer is not entitled to deduct or withhold any Taxes from amounts otherwise payable under the APA.

Sale Process

• The Bidding Procedures were approved by the Bidding Procedures Order [Docket No. 122], entered July 14, 2026. The underlying Sale Motion was filed June 23, 2026 [Docket No. 13]. See Part I for the full caption and scope of that order.
• The Court found the Bidding Procedures substantively and procedurally fair to all parties, the product of arm's-length negotiations, and sufficient to provide a full, fair, and reasonable opportunity for any party to offer to purchase the Transferred Assets.
• Through its marketing efforts and a competitive sale process, the Debtor (i) afforded interested potential purchasers a full, fair, and reasonable opportunity to qualify as bidders and submit their highest and best offers, (ii) provided sufficient information to enable an informed judgment on whether to bid, and (iii) considered any bids properly submitted in accordance with the Bidding Procedures. The Buyer subjected its bid to competitive bidding and was designated the Successful Bidder.
• The Debtor and its professionals adequately and appropriately marketed the Transferred Assets in good faith and complied in all respects with the Bidding Procedures and the Bidding Procedures Order.
• The Court found that the Debtor gave due, good, proper, timely, reasonable, adequate, and sufficient notice of the Motion, the Bidding Procedures, the Sale Hearing, the Sale Transaction, and the proposed entry of the Order, that such notice complied with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and the Bidding Procedures Order, and that no further notice is required. A reasonable opportunity to object was afforded to all interested parties, including the Sale Notice Parties.
• All objections and responses not withdrawn, waived, settled, or resolved, together with any reservations of rights, are overruled on the merits and denied with prejudice. All persons and entities given notice of the Motion that failed to timely object are deemed to consent to the relief granted, including for purposes of sections 363(f)(2), 365(c)(1), and 365(e)(2).

Good Faith and Business Judgment Findings

• The sale process and negotiation of the Purchase Agreement were at arm's length, non-collusive, in good faith, and substantively and procedurally fair to all parties in interest. The Debtor, its management, board, employees, agents, advisers, and representatives, and the Buyer and its affiliates and representatives, each actively participated in the bidding process without collusion or fraud of any kind.
• The Buyer is a good faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and is entitled to its full protections; accordingly, reversal or modification on appeal will not affect the validity of the Sale Transaction or any term of the Purchase Agreement, and will not permit its unwinding. Section 363(m) protections are integral to the transaction, and the Buyer would not consummate the sale without them.
• Neither the Debtor nor the Buyer engaged in conduct that would cause or permit the Purchase Agreement or the Sale Transaction to be avoided, or costs or damages to be imposed, under section 363(n).
• The Debtor demonstrated good, sufficient, and sound business reasons for entering into the Sale Transaction, including that the Buyer's consideration constitutes the highest or otherwise best offer for the Transferred Assets. The Debtor, on behalf of its estate, was free to deal with any other interested party.
• The consideration is fair and reasonable, will provide a greater recovery for the Debtor's creditors and estate than any other practical available alternative, and constitutes reasonably equivalent value and fair consideration; the sale may not be avoided under any statutory or common law fraudulent conveyance or fraudulent transfer theory. The Purchase Agreement was not entered into with fraudulent intent or for the purpose of escaping liability for the Debtor's debts or hindering, delaying, or defrauding creditors.
• The Transferred Assets are owned by the Debtor and constitute property of its estate under section 541. The Debtor has full corporate power and authority to execute and deliver the Purchase Agreement, has taken all necessary corporate action to authorize the Sale Transaction, and, subject to entry of the Order, needs no further consents or approvals beyond those expressly set forth in the Purchase Agreement or the Order.
• The Purchase Agreement was duly and validly executed and delivered and constitutes a valid and binding obligation of the Debtor, specifically enforceable against the Debtor and any chapter 7 or chapter 11 trustee without the posting of a bond. Under the APA, each party is likewise entitled to injunctive relief and specific performance in the Bankruptcy Court without proof of actual damages and without posting bond.

Sale Free and Clear

• Pursuant to sections 105(a), 363(b), and 363(f), the Transferred Assets are sold free and clear of all Claims and Interests — including all DIP Obligations of any kind, liens, mortgages, restrictions, security interests, equity interests, rights of setoff, tax claims, environmental, labor, employment, pension, and product liability claims, and claims arising under any theory or doctrine of successor or transferee liability — but excluding Assumed Liabilities and Permitted Liens. All such Claims and Interests attach to the sale proceeds with the same validity, force, priority, and effect they had against the Transferred Assets, subject to the Debtor's claims and defenses.
• Holders of Claims and Interests that did not object, or that withdrew their objections, are deemed to have consented under section 363(f)(2); any remaining objecting holders fall within one or more of the other subsections of section 363(f).
• On the Closing Date, all of the Debtor's right, title, and interest in and possession of the Transferred Assets vest immediately in the Buyer, and all persons in possession of any Transferred Assets are directed to surrender possession to the Buyer on the Closing Date or thereafter upon request.
• All persons and entities holding Claims and Interests — including the Replacement DIP Lender, equity holders, tax and regulatory authorities, lenders, customers, vendors, current and former employees, litigation claimants, trustees, and trade creditors — are forever barred, enjoined, and estopped from asserting or pursuing such claims against the Buyer, its affiliates, successors, assigns, or property, or the Transferred Assets, including by commencing litigation, enforcing judgments, perfecting claims, or asserting setoff or subrogation rights (other than setoffs exercised prior to the Petition Date). Following Closing, no holder may interfere with the Buyer's title to or use and enjoyment of the Transferred Assets based on any such Claim or Interest or on any act or omission of the Debtor, including in this chapter 11 case or any successor case.
• The Debtor is authorized and directed to execute documents releasing recorded Claims and Interests, and the Buyer may record the Sale Order as conclusive evidence of such releases. If a holder that has filed financing statements, mechanic's liens, lis pendens, or similar documents fails to deliver termination statements and releases before Closing, the Debtor — and, failing that, the Buyer — may execute and file them on the holder's behalf, and the Buyer may seek relief in this or any other court to compel execution. The Order also binds and governs the acts of all filing agents, title companies, recorders of deeds and mortgages, registrars of patents, trademarks, and other intellectual property, secretaries of state, administrative agencies, and federal and local officials, each of whom is authorized to accept the documents necessary to consummate the Sale Transaction. Notwithstanding the foregoing, the free-and-clear provisions are self-executing, and no further releases, termination statements, assignments, or consents are required to effectuate the Order.
• The Court found that not transferring the assets free and clear would adversely impact the Debtor's value-maximization efforts and would be of substantially less benefit to the estate, and that the Buyer would neither have entered into the Purchase Agreement nor consummate the transaction absent such relief.

Successor Liability

• Neither the Buyer nor its affiliates is a mere continuation of, successor to, or alter ego of the Debtor or its estate; there is no substantial continuity or continuity of enterprise between them; and the Sale Transaction does not amount to a consolidation, merger, or de facto merger.
• The Buyer will be deemed a new employer for all federal and state unemployment laws and will bear no derivative, successor, transferee, or vicarious liability, whether known or unknown as of the Closing Date and whether now existing or hereafter arising, including under ERISA, COBRA, WARN, the Fair Labor Standards Act, Title VII, the ADEA, the National Labor Relations Act, or any labor and employment or products liability law or doctrine, and — to the greatest degree allowed by applicable law — under CERCLA, any other environmental law, or any antitrust theory. The protections extend to liabilities on account of the Debtor's employment agreements or health or benefit plans, to environmental conditions first existing on or before the Closing Date, and to any taxes relating to the operation of the Transferred Assets prior to the Closing Date.
• Neither the Buyer nor its affiliates has any responsibility for any liability or obligation of the Debtor related to the sale other than the Assumed Liabilities, or for any claims against the Debtor or its predecessors or affiliates, including U.S. federal, state, or local income tax liabilities the Debtor may incur in connection with, or has incurred prior to, consummation of the Sale Transaction.
• The Court found that the Buyer would not have acquired the Transferred Assets but for these protections against Successor Liability.

Representations and Warranties

• The Seller represents that it is duly organized, validly existing, and in good standing under Delaware law; that execution, delivery, and performance of the APA and the transfer of the Transferred Assets have been duly authorized by all necessary corporate action; and that, subject to Bankruptcy Court approval, it has full power and authority to sell and convey the Transferred Assets.
• The Seller further represents that it and its subsidiaries have good and valid title to, or valid leasehold interests in, the Transferred Assets free and clear of all Liens other than Permitted Liens, and that delivery of the transfer documents together with the Sale Order will vest good and marketable title in the Buyer free and clear of all Liens other than Permitted Liens.
• The Seller also represents, subject to a Material Adverse Effect qualifier and to its Knowledge where specified, that no Legal Proceeding is pending or threatened in writing that would impede the transaction or that relates to the Transferred Assets or Assumed Liabilities; that performance will not violate applicable law, any judgment or order, any contract relating to the Transferred Assets, or its organizational documents; that it has been in material compliance with applicable law for the last three years; and that it timely served all parties in interest with the sale and bid procedures motion and applicable notices in accordance with the Bidding Procedures Order. Schedule 6.4 (Legal Proceedings) and Schedule 6.5 (Requisite Notices, Filings and Consents) are each stated as "None."
• "Knowledge of Seller" is limited to the actual knowledge of Sandy Macrae, Nathalie Dubois-Stringfellow, Stephanie J. Seiler, and Phillip Ramsey.
• The Buyer represents as to its organization, authority, and receipt of all consents needed to execute the APA and participate in the Auction; that no broker or finder is entitled to a fee; that performance will not violate law or its organizational documents; and as to its financing.
• Material Adverse Effect is measured against the Seller's assets, liabilities, financial condition, or existing business and carries extensive carve-outs, including general economic, securities market, industry, and political conditions; changes in GAAP or applicable law; the announcement or pendency of the transaction; failure to meet internal or published projections; acts of war, terrorism, or natural disaster; the commencement of the chapter 11 case; the sale process conducted under the Bidding Procedures Order; and any objections filed in the Bankruptcy Court.

Conditions to Closing

• The Buyer's obligations are conditioned on, among other things: the accuracy of the Seller's representations and warranties (subject to a Material Adverse Effect qualifier) and the Seller's compliance in all material respects with its covenants; delivery of an officer's certificate and incumbency certificates; delivery of the bill(s) of sale and other transfer documents; and the Buyer having been deemed the Successful Bidder for the Transferred Assets at any Auction.
• The Seller's obligations are conditioned on, among other things: the accuracy in all material respects of the Buyer's representations and warranties and the Buyer's compliance in all material respects with its covenants; delivery of an officer's certificate; delivery of any required transfer documents; entry of the Sale Order by the Bankruptcy Court; and the Buyer having been deemed the Successful Bidder.
• Closing will occur virtually, by electronic delivery of executed documents, no later than the third business day following satisfaction or waiver of all closing conditions or at such other time or place as the parties mutually agree in writing, and will be effective as of 12:01 a.m. ET on the Closing Date. "Business Day" is defined by reference to days on which banks in the City of Richmond, Calif. are open.
• Separately, both parties must use commercially reasonable efforts and cooperate to secure entry of a Final Order of the Bankruptcy Court, in form and substance acceptable to the Buyer, containing the findings the APA specifies — including good faith purchaser status under section 363(m), no successor or de facto merger status, the fairness and reasonableness of the Consideration, no derivative or transferee liability, inapplicability of bulk sales laws, adequacy of notice, and retention of jurisdiction — and the Sale Order must not have been reversed, stayed, modified, or amended.

Covenants

• Pending Closing, the Seller must use commercially reasonable efforts to preserve intact the Transferred Assets and comply in all material respects with applicable law, and may not dispose of, transfer, assign, mortgage, encumber, or license any Transferred Asset without the Buyer's consent, which may not be unreasonably withheld, conditioned, or delayed.
• The Seller must provide the Buyer and its representatives access to properties, contracts, facilities, employees, books, records, and financial and operating data relating to the Transferred Assets and the Assumed Liabilities, and cooperate with the Buyer's investigation.
• Public announcements require the counterparty's prior written consent, subject to carve-outs for disclosures required by law or securities exchange rules and for the Seller's bankruptcy-related filings, marketing of the Transferred Assets, solicitation of Qualified Bids, the Auction, the auction timeline, the Sale Hearing, and bid deadlines.
• Confidentiality obligations run on staggered timelines: until Closing, the Buyer may not use or disclose proprietary or confidential information or trade secrets relating to the Transferred Assets except as necessary to perform the APA or to its own representatives; from and after Closing, the Seller and its representatives must hold such information in confidence. Both are subject to carve-outs for publicly available information, information received from third parties not bound by confidentiality, independently developed information, and — for the Seller — information required to be disclosed in the Bankruptcy Case. A party compelled to disclose must promptly notify the other in writing, disclose only what counsel advises is legally required, and, at the other party's expense, use commercially reasonable efforts to obtain a protective order or comparable assurance of confidential treatment.
• Prior to Closing, the Seller must disconnect all Transferred Assets that are hardwired, bolted, or otherwise physically or electrically affixed to any premises from all power sources and utility connections.
• The Buyer acknowledges that it conducted its own independent investigation of the Seller's business, assets, and condition and had adequate access to personnel, properties, books, and records, and that in deciding to enter into the APA it relied solely on that investigation and on the Seller's express representations in Article VI. The Buyer disclaims reliance on all other representations and warranties, express or implied, and agrees it has no claim against the Seller or its affiliates, officers, or advisers with respect to estimates, projections, forecasts, forward-looking statements, or business plans furnished to it.
• Upon written request and at the requesting party's expense, each party must assist the other in preparing Tax Returns and in any Tax audit or proceeding, retain and share relevant records, and provide any final determination that affects amounts reportable on the other's Tax Returns.
• Representations and warranties terminate at Closing; pre-Closing covenants expire at Closing, while covenants to be performed at or after Closing survive until expiration of the applicable statute of limitations or any shorter period expressly specified, with each party liable to the other for breach.
• The Seller's further-assurances obligations terminate upon the effective date of a confirmed plan of liquidation, or conversion or dismissal of the Bankruptcy Case.

Termination

• A non-breaching party must provide written notice specifying the breach in reasonable detail, after which, if the breach is curable, the breaching party has 10 calendar days from receipt to cure it to the non-breaching party's reasonable satisfaction. If the breach is not cured, Section 11.1 provides that the non-breaching party's sole remedy is termination where the applicable closing condition cannot be satisfied, and a party itself in material breach may not terminate. Section 12.12 separately preserves each party's right to injunctive relief and specific performance in the Bankruptcy Court without proof of actual damages or bond.
• The APA may be terminated prior to Closing: (a) by mutual written consent; (b) by the Buyer, unless it is the Backup Bidder, if the Court enters an order approving the sale of the Transferred Assets to the Successful Bidder; (c) by the Buyer for an uncured Seller breach; (d) by the Seller for an uncured Buyer breach; (e) by either party if Closing has not occurred by the Outside Date, absent the terminating party's own failure to perform; or (f) by either party if any law or Final Order makes consummation illegal or permanently enjoins the transaction.
• Termination is generally without liability to any party or its equityholders, directors, officers, employees, agents, or representatives, except where a Final Order determines that a party improperly or wrongfully terminated; the effect-of-termination, fees, limitations, notice, governing law, amendment, entire agreement, counterparts, interpretation, and schedules provisions survive termination. Each party bears its own costs and expenses incurred in connection with obtaining Bankruptcy Court approval and consummating the transactions, and the parties disclaim liability for lost profits and indirect, special, consequential, punitive, speculative, or incidental damages regardless of foreseeability.

Post-Closing and Related Relief

• If any asset constituting a Transferred Asset is not delivered at Closing, the Debtor is authorized and directed to promptly transfer such Omitted Assets to the Buyer for no additional consideration or, where transfer is not legally permissible, to structure an arrangement — by exclusive, worldwide, perpetual, irrevocable, and fully paid license or sub-license, sub-assignment, or otherwise — conveying the economic and operational benefits of ownership, including net profits and control rights, for no additional consideration.
• The Buyer is authorized as of the Closing Date to operate under the Debtor's licenses, permits, registrations, and governmental authorizations with respect to the Transferred Assets, which are deemed transferred; where the Buyer cannot so operate, such authorizations remain in effect while the Buyer works promptly and diligently to secure new issuances. No Governmental Unit may deny, revoke, suspend, or refuse to renew any such permit or license on account of the chapter 11 filing or the Sale Transaction to the extent that would violate section 525.
• No bulk sales or similar law applies to the transactions approved by the Order, and the automatic stay is modified to the extent necessary to implement the Purchase Agreement and the Order.
• The Order binds all pre- and postpetition creditors, interest holders, any court-appointed committee, successors and assigns, and any trustee, examiner, or other fiduciary appointed in the chapter 11 case or upon conversion to chapter 7, and the Purchase Agreement and Sale Transaction are not subject to rejection or avoidance. The Order's provisions are non-severable and mutually dependent, survive any plan confirmation, conversion, or dismissal, and control over the Purchase Agreement to the extent of any inconsistency.
• The Debtor and its officers, employees, and agents are authorized and directed to take all actions necessary, appropriate, or reasonable to consummate the Sale Transaction, including executing and delivering deeds, assignments, conveyances, and other instruments of transfer, without further order of the Court; and to pay, without further order and whether before, at, or after Closing, any expenses or costs required to be paid by the Debtor under the Purchase Agreement, the Order, or the Bidding Procedures Order.
• The Purchase Agreement, the Transaction Agreements, and any related agreements, documents, or instruments may be modified, amended, or supplemented by the parties in accordance with their terms without further order of the Court.
• The Court retains jurisdiction to interpret, implement, and enforce the Order and the Purchase Agreement and to adjudicate any disputes relating to the Sale Transaction. The APA is governed by Delaware law, with the parties consenting to the exclusive jurisdiction of the Bankruptcy Court (or, if the case is closed, Delaware state or federal courts).
• The Order is a final order within the meaning of 28 U.S.C. § 158(a); the Court found no just reason for delay under Bankruptcy Rule 7054 and Civil Rule 54(b) and directed entry of judgment. Jurisdiction rests on 28 U.S.C. §§ 157 and 1334 and the District of Delaware's Amended Standing Order of Reference dated Feb. 29, 2012, venue is proper under 28 U.S.C. §§ 1408 and 1409, the matter is a core proceeding, and the Court may enter a final order under Article III. The Court also found the Motion a procedurally proper mechanism for enforcing the Order and that no adversary proceeding was required. All time periods in the Order are computed under Bankruptcy Rule 9006(a).
• The Court found compelling circumstances for an immediate sale, that time is of the essence, and that the transactions neither impermissibly restructure creditor rights nor dictate the terms of a chapter 11 plan and thus do not constitute a sub rosa plan. The 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) are expressly waived, and the Order is immediately effective and enforceable upon entry.

Part IV — Equipment Lot 2 Sale (Surplus Solutions, LLC)

Overview

• On Aug. 20, 2026, the court entered an order (a) authorizing and approving the Debtor's entry into and performance under an asset purchase agreement with Surplus Solutions, LLC, (b) authorizing the sale of the Transferred Assets free and clear of all Claims and Interests, and (c) granting related relief.
• The order follows the Debtor's designation of Surplus Solutions as the Successful Bidder for the Transferred Assets, announced in the Notice of Successful Bidder [Docket No. 290], with Heritage Global Partners, Inc. as Backup Bidder. In accordance with the Bidding Procedures Order and after consultation with the Consultation Parties, the Debtor determined in its reasonable business judgment that the Buyer's bid at the Auction constituted the highest or otherwise best bid for the Transferred Assets.
• The Sale Hearing was held on Aug. 20, 2026. In entering the order the court considered the Motion and its exhibits, the Bidding Procedures Order, the Purchase Agreement, the supporting Declarations [Docket Nos. 333 and 341, the latter the Declaration of Scott B. Willoughby in Support of the Sale of the Equipment Assets], any objections and responses, and the arguments of counsel and evidence proffered or adduced at the hearing. Objections and responses not withdrawn, waived, settled, or resolved were overruled on the merits and denied with prejudice; parties given notice that failed to timely object are deemed to consent to the relief granted, including for purposes of sections 363(f)(2), 365(c)(1), and 365(e)(2) of the Bankruptcy Code.

Parties Involved

• Seller: Sangamo Therapeutics, Inc., the Debtor, with its principal office at 501 Canal Boulevard, Suite A100, Richmond, Calif.
  • Executed by Scott Willoughby, Chief Legal Officer
  • Counsel: Cooley LLP (Cullen Speckhart, Lauren Reichardt, Lindsey O'Crump Crow)
• Buyer: Surplus Solutions, LLC, a limited liability company located at 2010 Diamond Hill Rd, Woonsocket, R.I.
  • Executed by Mike Ferrigno, Vice President
  • Notice contact: Chris Follett (cfollett@ssilc.com); the Buyer's "copy to" counsel notice block is left as unfilled placeholders in the executed agreement
  • The Buyer represents that it is duly organized, validly existing, and in good standing under the laws of its state of formation; the agreement does not identify that state
• The court found that neither the Buyer nor any of its affiliates, officers, directors, managers, shareholders, members, or their respective successors or assigns is an "insider" of the Debtor under section 101(31) of the Bankruptcy Code, and that no common identity of directors, managers, controlling shareholders, or members exists between the Debtor and the Buyer.
• Brokers: Raymond James is the Seller's investment banker, with fees payable by the Seller. The Buyer has not engaged any agent, broker, or other person entitled to a commission or finder's fee in connection with the transaction.
• Escrow Agent: Verita Global LLC

Assets Being Sold

• The Transferred Assets consist of the Equipment Lot 2 assets identified in the Notice of Successful Bidder, comprising the assets set forth on Schedule 1.1(a) together with any Contracts on Schedule 1.1(b) assigned to the Buyer, including all goodwill associated with the Transferred Assets and excluding the Excluded Assets.
• Schedule 1.1(a) covers all equipment pertaining to the project as set forth on the Asset List to the Buyer's bid submission, together with all laboratory supplies and other small laboratory items, office furniture (including conference tables, desks, and chairs located in the Seller's workstations, conference rooms, and laboratories), and computers issued in connection with the equipment, all located at the Seller's Brisbane, Calif. and Richmond, Calif. facilities.
• The attached Asset List (Exhibit 1 to the Buyer's bid submission) itemizes several hundred assets by asset ID, status, type, description, location, manufacturer, model, and serial number. The inventory is predominantly laboratory and bioprocessing equipment — ultra-low, -20°C, and LN2 freezers, refrigerators and cold rooms, centrifuges, CO2 and shaking incubators, thermal cyclers and PCR systems, biosafety cabinets and fume hoods, bioreactors, cell sorters and counters, sequencers, chromatography and purification systems, plate readers, microscopes, balances, autoclaves and glass washers. Assets are listed across the Richmond 501A, 501D, and 1003 buildings and the Brisbane facility, including the GMP space at 7000 Marina Blvd., and the list includes items marked "Inactive" as well as "Active."
• "Permitted Liens," carved out of both the APA's free-and-clear covenant and the order's definition of Claims and Interests, is broadly defined to include liens for taxes not yet due, delinquent, contested in good faith, or otherwise immaterial; encumbrances not materially impairing ownership or use; statutory and common law landlord, carrier, warehouseman, mechanic, and materialman liens; deposits securing workers' compensation, unemployment insurance, and similar programs; the terms of leases, subleases, and licenses and any licensor's interest; easements, rights-of-way, and minor title defects; customs and revenue liens; banker's liens and setoff rights on deposit and securities accounts; and liens that will be removed or released by operation of the Sale Order or another order of the Bankruptcy Court.
• Excluded Assets comprise all assets, properties, interests, and rights of the Seller that are not Transferred Assets, all of which the Seller retains.
• The sale is made pursuant to sections 105, 363, and 365 of the Bankruptcy Code, free and clear of all Liens other than Permitted Liens to the maximum extent permitted by section 363.
• The court found that the Transferred Assets are owned by the Debtor and constitute property of the estate, with title vested in the estate within the meaning of section 541 of the Bankruptcy Code.

Assumed and Excluded Liabilities

• Assumed Liabilities are limited to:
  • All liabilities of the Seller arising out of or relating to the Transferred Assets, including the Assigned Contracts, that become due from and after the Closing Date;
  • Payment of all Cure Costs, if any, in connection with the assumption and assignment of any Assigned Contract; and
  • All taxes arising out of the ownership of the Transferred Assets or the Assumed Liabilities attributable to taxable periods, or portions thereof, beginning after the Closing Date.
• All other liabilities, obligations, or claims — whether known or unknown, direct or contingent, in litigation or threatened, or not yet asserted — constitute Excluded Liabilities retained by the Seller.

Purchase Price

• The aggregate Consideration payable by the Buyer consists of:
  • A Cash Payment of $2,300,000;
  • The payment of Cure Costs; and
  • The assumption of the Assumed Liabilities.
• Payments are to be made in immediately available funds to a bank account designated in writing at least two business days prior to the payment date. The Buyer is not entitled to deduct or withhold any taxes from amounts otherwise payable under the agreement.
• The court found that the consideration constitutes the highest or otherwise best offer received for the Transferred Assets, is fair and reasonable, will provide a greater recovery for the Debtor's creditors and estate than any other practical available alternative, and constitutes reasonably equivalent value and fair consideration such that the sale may not be avoided under section 363(n) or on fraudulent conveyance or fraudulent transfer theories.

Good Faith Deposit

• The Buyer made an earnest money deposit with the Escrow Agent on or prior to the date of the agreement, by wire transfer of immediately available funds into a separate, segregated non-interest bearing escrow account as contemplated under the Bidding Procedures Order. The APA states the Deposit amount as "One Hundred Seventy-Five Thousand Dollars ($230,000.00)" — the words and the figure do not agree, though the $230,000 figure is ten percent of the Cash Payment. The account is described as non-interest bearing, yet the release provisions refer throughout to the Deposit being released together with "all received investment income."
• Other than the liens granted to the Debtor's DIP lender pursuant to a Final Order of the Bankruptcy Court — which attach to all of the Debtor's rights and interests in the Deposit — the Deposit is not subject to any lien, attachment, trustee process, or other judicial process of any creditor of the Seller or the Buyer, and is to be applied against payment of the Consideration on the Closing Date.
• Release mechanics:
  • If the Closing occurs, the Deposit is transferred to the Seller.
  • If the agreement is terminated by the Seller under Sections 11.2(d), 11.2(e), or 11.2(f), or by the Buyer under Sections 11.2(b) or 11.2(c), in each case in circumstances where the Seller would be entitled to terminate under Sections 11.2(d) or 11.2(e), the Seller may retain the Deposit together with all received investment income.
  • Upon any other termination, the Deposit and any received investment income is returned to the Buyer within five business days.
• The parties agreed that the Seller's right to retain the Deposit is not a penalty but liquidated damages in a reasonable amount compensating the Seller for efforts and resources expended and opportunities foregone, which would otherwise be impossible to calculate with precision.

Sale Process and Auction

• The Bidding Procedures Order [Docket No. 122] was entered on July 14, 2026; see Part I for its full scope.
• The APA remained subject to Bankruptcy Court approval and the Seller's consideration of higher or better competing bids. Through the Closing, the Seller was permitted to solicit and respond to inquiries, proposals, or offers from any person in connection with submitting a Qualified Bid in accordance with the Bidding Procedures Order.
• Within 24 hours following the closing of the Auction, the Seller was required to file with the Bankruptcy Court and provide notice of the Successful Bid and the Successful Bidder.
• The court found that the Bidding Procedures were substantively and procedurally fair to all parties, resulted from arm's-length negotiations, and provided a full, fair, and reasonable opportunity for any party to make an offer; that the Debtor and its professionals adequately and appropriately marketed the Transferred Assets; and that the Debtor afforded interested purchasers a full, fair, and reasonable opportunity to qualify as bidders and submit their highest and best offers, provided sufficient information for an informed judgment, and considered all bids properly submitted.
• The Buyer subjected its bid to competitive bidding and was designated the Successful Bidder in accordance with the Bidding Procedures and the Bidding Procedures Order.

Buyer Representations and Bid Qualification

• The substantive bid requirements — Qualified Bid criteria, deposit and overbid increments, and Consultation Party rights — are set out in the Bidding Procedures approved at Docket No. 122 and are not restated in the order or the APA. The APA instead carries the Buyer's corresponding representations.
• The Buyer represented that, as of the Closing, it will be capable of satisfying the adequate assurance of future performance conditions in sections 365(b)(1)(C) and 365(f) of the Bankruptcy Code with respect to the Assigned Contracts, and agreed to provide the Seller evidence of such ability and of payment of Cure Costs in accordance with the Bidding Procedures.
• The Buyer further represented that it has, or will have at the time any payment is required, sufficient funds available to deliver the Consideration and consummate the transactions, including timely satisfaction of the Assumed Liabilities.
• The Buyer represented that it is a limited liability company duly organized, validly existing, and in good standing under the laws of its state of formation, with full power and authority to acquire the Transferred Assets, and that all necessary consents and approvals for its execution of the agreement and for its participation in the Auction had been obtained.
• Reliance and diligence: the Buyer acknowledged that it conducted its own independent investigation, review, and analysis of the Seller's business, results of operations, prospects, condition, and assets, and that it was afforded adequate access to personnel, properties, assets, premises, books, records, and other data. It relied solely on that investigation and on the Seller's express representations in Article VI (with the related portions of the Disclosure Schedule), and disclaimed reliance on any other representation or warranty of any kind, express or implied, including as to historical or future financial condition, results of operations, assets, liabilities, or prospects. The Buyer further acknowledged that neither the Seller nor its representatives made any representation or warranty as to the estimates, projections, forecasts, forward-looking statements, or business plans furnished to it, and that it will have no claim in respect of them. The result is that, outside the limited Article VI representations, the Buyer takes the Transferred Assets on an as-is basis.

Seller Representations and Disclosure Schedule

• The Seller represented that it is duly organized, validly existing, and in good standing under Delaware law and in each jurisdiction where ownership of the Transferred Assets requires qualification; that execution, delivery, and performance were duly and validly authorized by all necessary corporate action; and that, subject to order of the Bankruptcy Court, it has full power, right, and authority to sell, transfer, and convey the Transferred Assets.
• Title: the Seller and its subsidiaries have good and valid title to, or good and valid leasehold interests in, the Transferred Assets free and clear of all Liens other than Permitted Liens, and delivery of the Transaction Documents at Closing together with the Sale Order will vest good and marketable title in the Buyer, free and clear of all Liens other than Permitted Liens.
• Further representations cover the absence of legal proceedings, no violation of laws or agreements, compliance with applicable laws in all material respects over the preceding three years, appropriate and timely service of the sale and bid procedures motion and applicable notices under the Bidding Procedures Order, the validity and enforceability of each Assigned Contract, and brokers.
• The Disclosure Schedule reports "None" for both Schedule 6.4 (Legal Proceedings) and Schedule 6.5 (Requisite Notices, Filings and Consents).
• "Knowledge of Seller" is defined as the actual knowledge of Sandy Macrae, Nathalie Dubois-Stringfellow, Stephanie J. Seiler, and Phillip Ramsey.

Assumption and Assignment

• Schedule 1.1(b) lists no Assigned Contracts; the Buyer does not request the assumption and assignment of any executory contracts or unexpired leases. This is consistent with the Notice of Successful Bidder, which states that the sales of the Equipment Lot 1 Assets and the Equipment Lot 2 Assets do not involve the assumption and assignment of any contract.
• Under the APA's general framework, the Seller was required to provide timely and proper written notice to counterparties of any Assigned Contracts in accordance with the Bidding Procedures Order, and the APA contemplates that the Sale Order will provide for assignment as of and conditioned on the Closing. The Contract Assumption/Rejection Notice filed and served under the Bidding Procedures Order sets forth the Seller's good-faith estimate of Cure Costs. Because Schedule 1.1(b) is empty, the entered order contains no contract-specific assumption and assignment paragraphs; the mechanics described here are the APA's, and the deemed-consent finding under sections 365(c)(1) and 365(e)(2) is the order's only express contract-related relief.
• At Closing, the Buyer would pay all Cure Costs required under section 365 and assume and thereafter perform all obligations under each Assigned Contract. The Buyer acknowledges in the APA that the Sale Order will authorize assumption and assignment without the requirement of any counterparty consent; where consent is nonetheless required, the Seller is to use commercially reasonable efforts to obtain Third Party Consents before and, at the Buyer's expense, after Closing, and in the interim to provide the Buyer the benefits of such contracts, including enforcing the Seller's rights against a defaulting or cancelling counterparty for the Buyer's benefit.
• Cure disputes: a contract for which a counterparty objects to the proposed Cure Costs is deemed a "Disputed Contract." The Seller may not settle a Cure Costs objection without the Buyer's express written consent (email consent being sufficient). An unresolved Disputed Contract may still be assumed and assigned, provided the Seller segregates from the Closing Date Payment the asserted Cure Cost pending resolution by the Bankruptcy Court or mutual agreement. Objections unresolved as of the Sale Hearing are to be heard at the Sale Hearing or a later date fixed by the court. Upon entry of a Final Order determining Cure Costs for a Disputed Contract, the Buyer has the option to designate that contract as an Excluded Asset.
• During the pendency of the bankruptcy case, the Seller may not reject or transfer any Assigned Contract listed on Schedule 1.1(b) without the Buyer's prior written consent.
• Newly discovered contracts: if any party discovers, before, on, or after the Closing, a Contract relating to the Seller's business, the Transferred Assets, or the Assumed Liabilities that was not set forth on Schedule 1.1(b), that the Buyer wishes to assume, and that has not been rejected by the Seller, the parties are to execute such further instruments and take such further actions as are reasonably practicable for the Buyer or its designee to assume the rights and obligations under that Contract as of the Closing, or as soon as reasonably practicable thereafter. Given the empty Schedule 1.1(b), this is the only mechanism by which a contract could come to the Buyer.

Pre-Closing Covenants

• Conduct of business: from signing until Closing, the Seller must use commercially reasonable efforts to preserve intact the Transferred Assets and comply in all material respects with applicable law. Without the Buyer's consent, not to be unreasonably withheld, conditioned, or delayed, the Seller may not dispose of, transfer, assign, mortgage, encumber, or license any Transferred Asset other than in the Ordinary Course of Business, may not terminate or amend any Assigned Contract or waive, release, or assign rights, obligations, or claims under one, and may not authorize or commit to any of the foregoing.
• Access: until the earlier of the Closing and termination, the Seller must cooperate with the Buyer and give it and its representatives reasonable-notice access during normal business hours to properties, contracts, facilities, employees, books, records, and financial and operating data relating to the Transferred Assets and Assumed Liabilities, furnish reasonably requested information, and cooperate with the Buyer's investigation.
• Public announcements: neither party may make a public announcement or written statement concerning the agreement without the other's prior written consent, not to be unreasonably withheld or delayed, subject to legal and securities-listing requirements. The Seller may nonetheless make, without the Buyer's consent, any commercially reasonable public announcement, press release, court filing, notice, or communication required by the Bankruptcy Court, the Bankruptcy Code, or the Federal Rules of Bankruptcy Procedure, or relating to marketing the Transferred Assets, solicitation of Qualified Bids, the Auction, the Bidding Procedures, the auction timeline, the Sale Hearing, or the Qualified Bid deadline, as well as any filing, notice, or communication directed to the court or a party in interest.
• Both parties must use commercially reasonable efforts, cooperating and consulting with each other, to secure entry of a Final Order of the Bankruptcy Court in form and substance acceptable to the Buyer containing the provisions the APA specifies for the Sale Order.

Sale Free and Clear

• Pursuant to sections 105(a) and 363(f) of the Bankruptcy Code, the Transferred Assets are sold free and clear of all Claims and Interests, with all such Claims and Interests attaching to the sale proceeds with the same validity, force, priority, and effect they now have against the Transferred Assets, subject to any claims and defenses the Debtor may possess.
• "Claims and Interests" is defined expansively to reach claims, liens, liabilities, interests, and rights relating to, accruing, or arising at any time prior to the Closing Date — including all claims and liens as defined in sections 101(5) and 101(37) of the Bankruptcy Code, all DIP Obligations of any kind, mortgages, restrictions on use, voting, transfer, or income, security interests, equity interests, rights of first refusal and consent rights, rights of setoff, recovery, and reimbursement, indemnity, contribution, and exoneration claims, product liability and alter-ego claims, environmental rights and claims including toxic tort claims, labor, employment, pension and tax claims, regulatory violations, reclamation claims, rights of licensees and sublicensees under section 365(n), and claims arising under any theory or doctrine of successor or transferee liability — whether known or unknown, liquidated or unliquidated, disputed or undisputed, senior or subordinated, and whether arising before or after the commencement of the chapter 11 case, in each case excluding Assumed Liabilities and Permitted Liens.
• On the Closing Date, all of the Debtor's right, title, and interest in and possession of the Transferred Assets vests immediately in the Buyer under sections 105(a), 363(b), and 363(f). Persons in possession of any Transferred Assets are directed to surrender possession to the Buyer.
• Holders of Claims and Interests that did not object or that withdrew objections are deemed to have consented under section 363(f)(2); any holders that objected and did not withdraw fall within one or more of the other subsections of section 363(f).
• All persons and entities holding Claims and Interests — including debt security holders (including the Replacement DIP Lender), equity holders, governmental tax and regulatory authorities, lenders, customers, vendors, current and former employees, litigation claimants, trustees, and trade creditors — are prohibited, forever barred, enjoined, and estopped from asserting or pursuing such claims against the Buyer, its affiliates, successors, assigns, or property, or against the Transferred Assets, including by commencing or continuing any action, enforcing any judgment, creating or perfecting any claim, or asserting setoff (other than setoffs exercised prior to the Petition Date) or subrogation rights.
• The order is binding on and governs the acts of all filing agents, recorders, registrars, administrative agencies, governmental departments, and other persons required to accept, file, register, record, or release documents. The Debtor is authorized and directed to execute release documents; where holders fail to deliver termination statements or releases, the Debtor and the Buyer are authorized to execute and file them on such holders' behalf, and the Buyer may record the order as conclusive evidence of release. The free-and-clear provisions are self-executing, and no party is required to execute or file instruments to effectuate them.

No Successor Liability

• Neither the Buyer nor any of its affiliates is a mere continuation of, a successor to, or a legal successor employer of the Debtor or its estate; there is no continuity or common identity, no continuity of enterprise, and no consolidation, merger, or de facto merger with or into the Debtor.
• The Buyer is deemed a new employer for all federal and state unemployment laws, including unemployment compensation and tax laws.
• Except as provided in the Purchase Agreement and the order, neither the Buyer nor its affiliates has any responsibility for any liability or obligation of the Debtor relating to the sale other than the Assumed Liabilities, or for any claims against the Debtor or its predecessors or affiliates. Protections extend, among other things, to claims under ERISA, COBRA, the WARN Act, CERCLA (to the greatest degree allowed by applicable law), the Fair Labor Standards Act, Title VII, the ADEA, and the National Labor Relations Act, as well as to environmental liabilities arising from conditions first existing on or prior to the Closing Date, tax and employment obligations, and products liability doctrines.
• Other than as may be set forth in the Purchase Agreement, the order further provides that none of the Buyer, its affiliates, its present or contemplated members or shareholders, or the Transferred Assets will have any liability for, or be required to satisfy in any manner — whether at law or equity, or by payment, setoff, or otherwise — any Claims and Interests relating to any U.S. federal, state, or local income tax liabilities the Debtor may incur in connection with, or has otherwise incurred prior to, consummation of the Sale Transaction.
• The court found that the Buyer would not have acquired the Transferred Assets but for these protections against Successor Liability.

Good Faith Purchaser

• The sale process and negotiation of the Purchase Agreement were at arm's length, non-collusive, in good faith, and substantively and procedurally fair to all parties in interest. The Debtor, its management, board, employees, agents, advisors, and representatives, and the Buyer and its affiliates and representatives, each actively participated in the bidding process and acted in good faith without collusion or fraud of any kind.
• The Buyer is a good faith purchaser within the meaning of section 363(m) and is entitled to the full protections thereunder. Accordingly, reversal or modification on appeal of the authorization to consummate the Sale Transaction will not affect the validity of the transaction or any term of the Purchase Agreement, and will not permit the sale to be unwound.
• Neither the Debtor nor the Buyer engaged in conduct that would cause or permit the Purchase Agreement or the Sale Transaction to be avoided, or costs or damages to be imposed, under section 363(n). The Purchase Agreement was not entered into with fraudulent intent or for the purpose of escaping liability for the Debtor's debts or hindering, delaying, or defrauding creditors.
• The Debtor, on behalf of its estate, was free to deal with any other party interested in buying or selling some or all of the Transferred Assets. The section 363(m) protections are integral to the transaction, and the Buyer would not consummate the sale without them.

Closing Conditions

• Conditions to the Buyer's obligation to close include the accuracy of the Seller's representations and warranties (subject to a Material Adverse Effect qualifier) and the Seller's compliance in all material respects with its covenants; delivery of an officer's certificate; delivery of the bills of sale, assignment and assumption agreements, intellectual property assignment agreements, and other transfer documents; the Buyer having been deemed the Successful Bidder at any Auction; and the Seller's delivery to the Buyer of a joint written instruction, duly executed by the Seller, directing the Escrow Agent to release the Deposit to the Seller by wire transfer of immediately available funds.
• Conditions to the Seller's obligation to close include the accuracy in all material respects of the Buyer's representations and warranties and the Buyer's compliance in all material respects with its covenants; delivery of an officer's certificate; delivery of the Buyer's transfer documents; entry of the Sale Order by the Bankruptcy Court; the Buyer having been deemed the Successful Bidder at any Auction; and the Buyer's delivery to the Seller of a joint written instruction, duly executed by the Buyer, directing the Escrow Agent to release the Deposit to the Seller by wire transfer of immediately available funds.
• Closing takes place virtually no later than the third business day following satisfaction or waiver of all conditions, or at such other time as the parties mutually agree in writing, and is effective as of 12:01 a.m. ET on the Closing Date. "Business Day" means any day on which banks are not required or authorized to close in the City of Richmond, California.

Termination

• Before exercising termination rights, a non-breaching party must provide written notice specifying the breach in reasonable detail; the breaching party then has 10 calendar days to cure to the non-breaching party's reasonable satisfaction. If uncured, the non-breaching party's sole remedy is termination, and a party in material breach may not terminate.
• The agreement may be terminated prior to Closing:
  • By mutual written consent;
  • By the Buyer, unless it is the Backup Bidder, if the Bankruptcy Court enters an order approving the sale of the Transferred Assets to the Successful Bidder;
  • By the Buyer, subject to cure rights, if the Seller is in breach such that the closing condition in Section 9.1 will not be satisfied and the Buyer has not waived it in writing;
  • By the Seller, subject to cure rights, if the Buyer is in breach such that the closing condition in Section 10.1 will not be satisfied and the Seller has not waived it in writing;
  • By either party if the Closing has not occurred on or before the Outside Date, unless the failure is due to the terminating party's own material non-performance; or
  • By either party if a law makes consummation illegal or otherwise prohibited, or if a Final Order permanently restraining or enjoining the transaction is entered.
• Termination is without liability to any party or to any of its stockholders, equityholders, directors, officers, employees, agents, consultants, or representatives, except that the exclusion of liability does not apply where a Final Order determines that a party improperly or wrongfully terminated. Each party bears its own costs and expenses incurred in connection with obtaining Bankruptcy Court approval and consummating the transaction. Neither party is liable, in contract, tort, or otherwise, for lost profits or indirect, special, consequential, punitive, speculative, or incidental damages, regardless of foreseeability or notice. The effect-of-termination, fees-and-expenses, damages-limitation, notice, governing law and jurisdiction, amendment and waiver, entire agreement, counterparts, interpretation, and disclosure schedule provisions survive termination.

Post-Closing Arrangements

• Omitted Assets: if after the Closing Date either party becomes aware that a Transferred Asset was not delivered, the Debtor is authorized and directed to promptly transfer it to the Buyer for no additional consideration; where transfer is not legally permissible, the Debtor must obtain or structure an arrangement — by exclusive, worldwide, perpetual, irrevocable, fully paid license or sub-license, sub-assignment, or other means — for the Buyer to receive the economic and operational claims, rights, and benefits of ownership, including net profits from operation or subsequent sale and the right to manage and control such assets, in each case for no additional consideration.
• Permits and licenses: to the maximum extent permitted by applicable law, the Buyer is authorized as of the Closing Date to operate under any license, permit, registration, and governmental authorization of the Debtor with respect to the Transferred Assets, all of which are authorized to be transferred to the Buyer. Where the Buyer cannot so operate, such authorizations remain in effect while the Buyer, with the Debtor's assistance as required under the Purchase Agreement, works promptly and diligently to secure new issuances.
• No Governmental Unit may deny, revoke, suspend, or refuse to renew any permit, license, or similar grant relating to the operation of the Transferred Assets on account of the filing or pendency of the chapter 11 case or the consummation of the Sale Transaction, to the extent such action would violate section 525 of the Bankruptcy Code.
• Taxes: the Seller is responsible for all taxes arising out of the ownership of the Transferred Assets or the Assumed Liabilities attributable to taxable periods, or portions thereof, ending on or before the Closing Date, all of which are Excluded Liabilities. All Transfer Taxes are borne by the Buyer, which must timely file related Tax Returns, pay or discharge such taxes, and indemnify the Seller for any losses with respect thereto. Within 90 days after Closing, the Buyer is to deliver a proposed allocation of the Consideration under section 1060 of the Code, with the parties negotiating in good faith to finalize within 45 days; absent agreement, each party makes its own non-binding determination.
• Confidentiality runs in opposite directions on either side of the Closing rather than in parallel. Until the Closing, the Buyer may not use or disclose any proprietary or confidential information or data related to the Transferred Assets, other than to its representatives or as necessary to perform its obligations under the agreement. From and after the Closing, the Seller and its representatives must hold in confidence all information concerning the Transferred Assets or the businesses. Both obligations carry carve-outs for information generally available to the public, information made available by an unrestricted third party, and information independently developed after Closing without reference to protected information; the Seller's obligation additionally excludes information required to be disclosed in the bankruptcy case. A party compelled to disclose by law or order must promptly notify the other in writing, disclose only what counsel advises is legally required, and, at the other party's expense, use commercially reasonable efforts to obtain a protective order or comparable assurance of confidential treatment.
• Representations and warranties terminate as of the Closing; pre-Closing covenants expire at Closing, and covenants to be performed at or after Closing survive until expiration of the applicable statute of limitations or any shorter period expressly specified, with each party liable to the other after Closing for breach.
• Further assurances: the Seller must use reasonable best efforts to effect the transactions as soon as practicable and in any event on or prior to the Outside Date, with the Seller's obligations terminating upon the effective date of a confirmed plan of liquidation or the conversion or dismissal of the bankruptcy case.

Related Relief

• No bulk sales law or similar law of any state or other jurisdiction applies to the transactions approved by the order.
• The automatic stay under section 362 is modified to the extent necessary to implement the Purchase Agreement and the order.
• The order and the Purchase Agreement bind all pre-petition and post-petition creditors, all interest holders, any court-appointed committee, all successors and assigns of the Debtor and its affiliates and subsidiaries, and any trustees, examiners, "responsible persons," or other fiduciaries appointed in the chapter 11 case or upon conversion to chapter 7, and are not subject to rejection or avoidance by any party. The order inures to the benefit of all successors and assigns of the Buyer.
• The Purchase Agreement and related documents may be modified, amended, or supplemented by the parties in accordance with their terms without further court order. In the event of any inconsistency between the order and the Purchase Agreement, the order controls. The provisions of the order are non-severable and mutually dependent, and survive any order confirming a plan, converting the case to chapter 7, or dismissing the case.
• The court retains jurisdiction to interpret, implement, and enforce the order and the Purchase Agreement and to adjudicate any disputes relating to the Sale Transaction.

Other Agreement Terms

• Assignment: no party may freely assign its rights or delegate performance of its obligations without the other party's prior written consent, and the agreement binds and benefits the parties and their successors and permitted assigns. The recitals, however, describe the Transaction as subject to the Buyer's right to assign its rights and obligations to one or more of its Affiliates — a right the operative assignment provision does not separately preserve.
• Specific performance: the parties agree that irreparable damage would occur and that no adequate remedy at law exists if the agreement were not performed in accordance with its terms, and each is entitled to specific performance and injunctive relief without posting a bond, in addition to any other remedy at law or in equity. This sits in tension with Section 11.1, which provides that termination is the non-breaching party's sole remedy for an uncured breach.
• The Transaction Documents constitute the entire agreement and supersede all prior oral and written agreements on the subject matter; amendments require a writing executed by both parties; no failure or delay in exercising a right operates as a waiver; the agreement is severable, with a good-faith renegotiation obligation if a provision is held invalid; it may be executed in counterparts, with facsimile and PDF signatures deemed original; and it confers no rights on third parties. Where the body of the agreement conflicts with the other Transaction Documents, the exhibits, or the Disclosure Schedule, the body controls, and no ambiguity is to be construed against either party as drafter.
• Notices are effective on hand delivery, on receipt by overnight courier, on the date sent by PDF e-mail during the recipient's normal business hours, or on the third day after certified or registered mailing, with a 5:00 p.m. Eastern cutoff in the place of receipt for same-Business-Day effectiveness.

Waiver of Stay; Jurisdiction and Notice

• The court found compelling circumstances for an immediate sale, determining that time is of the essence and that the transactions must occur within the time constraints set forth in the Purchase Agreement in order to maximize value, and that the transactions neither impermissibly restructure creditors' rights nor dictate the terms of a chapter 11 plan and therefore do not constitute a sub rosa plan.
• The 14-day stay under Bankruptcy Rules 6004(h) and 6006(d) is expressly waived; the order is immediately effective and enforceable upon entry, and the Debtor and the Buyer may each, in its discretion and without further delay, take any action authorized under the order.
• The order constitutes a final order within the meaning of 28 U.S.C. § 158(a). All time periods are calculated in accordance with Bankruptcy Rule 9006(a).
• The court has jurisdiction under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the U.S. District Court for the District of Delaware dated Feb. 29, 2012, and may enter a final order under Article III. Venue is proper under 28 U.S.C. §§ 1408 and 1409, and the matter is a core proceeding under 28 U.S.C. § 157(b).
• The statutory predicates for the relief are sections 105, 363, and 365 of the Bankruptcy Code, with relief also authorized under Bankruptcy Rules 2002, 6004, 6006, 9006, 9007, 9008, and 9014, and Local Rules 2002-1, 6004-1, and 9006-1. The Motion was a procedurally proper mechanism, and no adversary proceeding was required.
• The court found that the Debtor provided due, proper, timely, adequate, and sufficient notice of, and opportunity to object to, the Motion, the Bidding Procedures, the Sale Hearing, the Sale Transaction, and entry of the order, and that no further notice is necessary.
• The Purchase Agreement is governed by Delaware law, with the parties irrevocably consenting to the exclusive jurisdiction of the Bankruptcy Court or, if the bankruptcy case has been closed, the state or federal courts located in Delaware.

Drafting Notes

• Deposit amount: Section 4.2 states the Deposit as "One Hundred Seventy-Five Thousand Dollars ($230,000.00)"; the written words and the numeral do not agree, though $230,000 corresponds to ten percent of the Cash Payment.
• Escrow account: the Deposit is to be held in a non-interest bearing account, yet the release provisions refer to the Deposit being released "together with all received investment income."
• Execution date: the agreement's preamble is dated as of Aug. 6, 2026, while its cover page and the Sale Order both describe it as dated as of Aug. 11, 2026.
• Defined terms and cross-references: Section 4.2 provides for release of the Deposit to "Purchaser," a term the agreement does not define (the defined term is "Buyer"); Section 8.9 requires a Sale Order "containing the provisions set forth in Section 2.3," but the agreement contains no Section 2.3 (the specified provisions appear in Section 2.2); the order refers to "Transaction Agreements" where the agreement defines "Transaction Documents"; and "Closing Date Payment," the source from which disputed Cure Costs are to be segregated, is used but never defined.
• Consideration in practice: although the Consideration formally comprises the Cash Payment, the payment of Cure Costs, and the assumption of Assumed Liabilities, Schedule 1.1(b) lists no Assigned Contracts. Absent a contract later discovered and assumed under Section 8.8, the Cure Cost component should be zero and the $2,300,000 Cash Payment the entire economic consideration.

Part V — Fabry Sale (PTC Therapeutics, Inc.) and Remaining Assets

Fabry Sale Order and Closing

• Fabry Assets: Astellas Gene Therapies, Inc. served as stalking horse under the Astellas Stalking Horse APA approved by the Bidding Procedures Order. The Debtor received Qualified Bids for the Fabry Assets in addition to the Astellas stalking horse bid and, at the conclusion of the Auction on August 11, 2026, designated PTC Therapeutics, Inc. ("PTC") as Successful Bidder, with TerSera Therapeutics, Inc. as Backup Bidder. The purchase agreement and proposed sale order were filed under separate notice prior to the applicable Sale Hearing, which was adjourned from August 20, 2026.
• On September 2, 2026, the Court entered the Order (A) Authorizing the Sale of the Debtor's Assets Free and Clear of All Liens, Claims, Interests, and Encumbrances; (B) Approving Assumption and Assignment of the Assigned Contracts; and (C) Granting Related Relief [Docket No. 426] (the "Fabry Sale Order"). The Fabry Sale Order, among other things, authorized the Debtor to enter into the asset purchase agreement (the "Fabry Purchase Agreement") under which it agreed to sell the assets described therein to PTC (the "Fabry Sale Transaction"); authorized and approved the assumption and assignment of certain executory contracts (the "Assigned Contracts") in connection with the Fabry Sale Transaction; and authorized the Debtor to take all actions necessary to consummate the Fabry Sale Transaction.
• The Fabry Sale Transaction closed on September 17, 2026 (the "Closing Date"), as announced in the Notice of (I) Closing of Fabry Sale Transaction and (II) Revised Assigned Contracts Exhibit as of the Closing Date [Docket No. 468], filed September 18, 2026. The notice does not state the purchase price or other consideration.
• The Fabry Program (isaralgagene civaparvovec) is a Retained Asset under the Merope Purchase Agreement, together with the SFN Program (ST-503), the Hemophilia A Program (giroctocogene fitelparvovec), the Sickle Cell Program and the Tregs Program. Under the Merope APA, Buyer must negotiate in good faith with each purchaser of a Retained Program the terms of a royalty-free, fully paid-up non-exclusive license under Buyer's rights in the Acquired Intellectual Property set forth on Schedule 7.2(b).

Revised Assigned Contracts Exhibit

• Pursuant to paragraph 34 of the Fabry Sale Order, the Notice of Closing attaches as Exhibit 1 a revised list of Contracts to be assumed and assigned to PTC in connection with the closing (the "Revised Assigned Contracts Exhibit"), and as Exhibit 2 a blackline of that list against the Assigned Contracts Exhibit attached as Exhibit B to the Fabry Sale Order. The Revised Assigned Contracts Exhibit may be updated following the Closing Date in accordance with the Fabry Purchase Agreement and the Fabry Sale Order.
• Contract numbers correspond to Schedule 1 of the Notice of Cure Amounts and Potential Assumption and Assignment and/or Rejection of Executory Contracts and Unexpired Leases in Connection with Sale of Substantially All Assets [Docket No. 139] (the "Cure Notice"); a number of listed contracts carry no Cure Notice number. Consistent with the Cure Notice, the Cure Amounts do not reflect postpetition payments made by the Debtor, and certain Cure Amounts were modified from those in the Cure Notice by agreement between the Debtor and the applicable counterparty. Postpetition amounts arising under the Assigned Contracts will be paid in the ordinary course and not in connection with payments made to satisfy the Cure Amounts.
• Twenty-six contracts carry a non-zero Cure Amount, aggregating $15,680,949.17 (a total not stated in the notice); all other listed contracts are at $0.00. The largest are the Brammer Bio MA, LLC Agreement dated March 4, 2022 ($10,903,579.36), the Laboratory Corporation of America Holdings Master Agreement dated June 2, 2014 ($1,806,596.00) and the PPD Development, L.P. Master Services Agreement ($1,416,064.57). Other Cure Amounts above $100,000 are Medpace, Inc. (Amendment dated March 11, 2019) at $177,609.08; Fisher BioServices, Inc. (Master Services Agreement) at $166,413.63; LabConnect, LLC (Clinical Quality Agreement Template) at $157,408.55; EPL Archives, LLC (Statement of Work dated September 2, 2025) at $151,760.06; TraceLink, Inc. (Statement of Work dated December 12, 2025) at $140,125.00; Q-Square Business Intelligence, Inc. (Statement of Work dated August 31, 2023) at $122,790.00; and FDA Global Compliance, LLC (Statement of Work dated December 10, 2025) at $111,000.00.
• Changes shown in the blackline against Exhibit B to the Fabry Sale Order:
  • VWR International, LLC (#1607, Services Agreement dated April 3, 2018), shown in the blackline with a Cure Amount of $213,680.67 — footnoted as the amount outstanding as of the Petition Date, subject to adjustment for subsequent charges and credits prior to Closing — does not appear in the Revised Assigned Contracts Exhibit.
  • The entry for First Principles Strategies, LLC (#773, Agreement dated April 5, 2026) is replaced by Fisher Bioservices, Inc. (#774, Agreement dated March 27, 2019) at $0.00.
  • Laboratory Corporation of America Holdings: the $1,806,596.00 Cure Amount moves from the Master Agreement dated December 4, 2023 (#944, now $0.00) to the Master Agreement dated June 2, 2014 (#945, previously $0.00).
  • EPL Archives, LLC (#734, Statement of Work dated September 2, 2025): Cure Amount revised from $106,383.16 to $151,760.06.

Previously Omitted Contracts

• Contemporaneously with the Notice of Closing, the Debtor filed the First Notice of Previously Omitted Contracts Designated as Assigned Contracts in Connection with Fabry Sale Transaction, providing notice that certain Previously Omitted Contracts were designated as Assigned Contracts. Pursuant to paragraph 35 of the Fabry Sale Order, those contracts are subject to an objection period of ten Business Days before they may be assumed and assigned to PTC, and they are not reflected in the Revised Assigned Contracts Exhibit.

Remaining Assets

• Remaining Assets: prior to the conclusion of the Auction, the Debtor, in consultation with the Consultation Parties, continued the Auction and extended the Bid Deadline — including with respect to Plan Sponsor Alternative Bids — solely with respect to assets that are not Merope Assets, Fabry Assets, Equipment Lot 1 Assets or Equipment Lot 2 Assets, to dates to be determined.
• The Supplemental Sale Objection Deadline of Aug. 14, 2026 at 4 p.m. ET applied to objections to the conduct of the Auction and to the proposed sales of the Equipment Lot 1 Assets to FSI and the Equipment Lot 2 Assets to Surplus Solutions, and was not applicable to the Fabry Assets or the Remaining Assets.

Consolidated Key Dates

• Merope Asset Purchase Agreement dated: June 22, 2026
• Northridge DIP Term Sheet dated on or about: June 22, 2026
• Petition Date; Bidding Procedures / Sale Motion filed [Docket No. 13]: June 23, 2026
• Bidding Procedures Order entered [Docket No. 122]: July 14, 2026
• Replacement Interim DIP Order [Docket No. 176]: date not stated in the Equipment Lot 1 Sale Order
• Auction commenced: Aug. 10, 2026
• Auction concluded and Successful Bidders designated; Notice of Successful Bidder [Docket No. 290]: Aug. 11, 2026
• Equipment Lot 2 APA execution date: Aug. 11, 2026 (the agreement's preamble is dated as of Aug. 6, 2026)
• Supplemental Sale Objection Deadline (Auction conduct and the Equipment Lot 1 and Lot 2 sales): Aug. 14, 2026, at 4 p.m. ET
• Equipment Lot 1 APA execution date: Aug. 14, 2026
• Sale Hearing for the Merope Assets, Equipment Lot 1 Assets and Equipment Lot 2 Assets: Aug. 20, 2026, at 10 a.m. ET before the Honorable Craig T. Goldblatt, 824 North Market Street, 3rd Floor, Courtroom No. 7, Wilmington, Delaware 19801
• Merope Sale Order entered: Aug. 20, 2026
• Equipment Lot 1 Sale Order entered: Aug. 20, 2026
• Equipment Lot 2 Sale Order entered [Docket No. 356]: Aug. 20, 2026
• Equipment Lot 2 Outside Date: Aug. 31, 2026
• Fabry Sale Order entered (PTC Therapeutics, Inc.) [Docket No. 426]: Sept. 2, 2026
• Fabry Sale Transaction closed: Sept. 17, 2026
• Notice of Closing of Fabry Sale Transaction and Revised Assigned Contracts Exhibit [Docket No. 468], and First Notice of Previously Omitted Contracts Designated as Assigned Contracts: filed Sept. 18, 2026
• Merope Outside Date: Sept. 30, 2026
• Equipment Lot 1 Outside Date: Sept. 30, 2026
• Merope Closing milestone: no later than 67 days after the Petition Date
• Equipment Lot 1 and Lot 2 Closings: no later than the third business day following satisfaction or waiver of all closing conditions
• Equipment Lot 1 consideration allocation delivery: within 90 days following Closing; Equipment Lot 2: within 90 days after Closing; Merope: draft IRS Form 8594 within 120 days after Closing
• Previously Omitted Contracts (Fabry): ten Business Day objection period before assumption and assignment to PTC
• Bid Deadline and auction for the Remaining Assets, including Plan Sponsor Alternative Bids: extended to dates to be determined