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•	our strategy and overall approach to our business model;

•	our ability to successfully enter new markets or develop additional products, whether independently or with our collaborators;

•	our ability to successfully enter into optimal strategic relationships with our subsidiaries and operating companies that we may form in the future;

•	competition from existing technologies and products or new technologies and products that may emerge;

•	actual or anticipated variations in our operating results;

•	our current and future joint ventures, or JVs, exclusive channel collaborations, or ECCs, license agreements and other collaborations;

•	developments concerning our collaborators and licensees;

•	actual or anticipated fluctuations in our competitors' or our collaborators' and licensees' operating results or changes in their respective growth rates;

•	our cash position;

•	market conditions in our industry;

•	our ability to protect our intellectual property and other proprietary rights and technologies;

•	our ability to adapt to changes in laws, regulations and policies;

•	our ability and the ability of our collaborators and licensees to adapt to changes in laws, regulations and policies and to secure any necessary regulatory approvals to commercialize any products developed by us or under our ECCs, license agreements and JVs;

•	the ability of our collaborators and licensees to protect our intellectual property and other proprietary rights and technologies;

•	our ability and the ability of our collaborators and licensees to develop and successfully commercialize products enabled by our technologies;

•	the rate and degree of market acceptance of any products developed by us, our subsidiaries, a collaborator under an ECC or through a JV or license under a license agreement;

•	our ability to retain and recruit key personnel;

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•	the result of litigation proceedings or investigations that we face currently or may face in the future;

•	our expectations related to the use of proceeds from our public offerings and other financing efforts; and

•	our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.

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Item 1.	Business

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•	Design genes of interest and gene programs utilizing knowledge of cellular pathways and protein function;

•	Build biological molecules, gene programs and their variants to optimize performance of the biological system;

•	Test gene programs by inserting them into cellular systems and comparing the result(s) to the intended effects; and

•	Learn by utilizing information gained in our iterative processes to create better gene programs and cellular systems using a more informed and efficient process to achieve improved outcomes.

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•	Platform neutral — outcome oriented. We can work across different cell types with the objective of achieving the intended biological outcome allowing for product development across a broad spectrum of end markets.

•	Knowledge driven. We use statistical modeling tools and computational analysis to continually acquire more knowledge about biological systems and their design to continually improve our ability to develop new and improved products and processes.

•	Rationally designed. Our knowledge of biological systems and components allows us to design, build and select gene programs.

•	Capable of complexity. Our technologies enable the design and precise control of complex biological molecules and multigenic gene programs.

•	Industrial scale. We use engineering principles and automation to enable products based on synthetic biology that are commercially viable.

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Synthetic biology service providers. There are companies that have competing technologies for individual pieces of our suite of complementary technologies. For example, there are companies that can synthesize DNA, and there are companies that can develop monoclonal antibodies. One portion of our proprietary technology related to DNA synthesis and assembly includes the ability to de novo synthesize DNA. We believe the following companies engage in the manufacture of DNA componentry: ATUM, Inc.; Blue Heron Biotech, LLC (a subsidiary of OriGene); Integrated DNA Technologies, Inc. (IDT); GenScript USA, Inc.; Life Technologies Corporation, now part of Thermo Fisher Scientific Inc.; and Twist Bioscience Corporation.

•	Industrial companies who may develop their own approach to synthetic biology. Rather than becoming a collaborator with us, potential collaborators may decide to invest time and capital to internally develop their own synthetic biology capabilities. For example, large biopharmaceutical companies, energy companies, and ag-bio companies may pursue a proprietary synthetic biology strategy.

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Industrial companies who may develop competing products using other technologies. Products enabled by our synthetic biology will face competition in the market, including from products that have been developed using other industrial technologies. For example, large biopharmaceutical companies pursue other technologies for drug development, and large ag-bio companies pursue other technologies for the development of genetically modified crops. The rapidly evolving market for developing genetically engineered, or GE, T-cells in particular is characterized by intense competition and rapid innovation. Genetically engineering T-cells faces significant competition in the chimeric antigen receptor, or CAR, technology space from multiple companies and their collaborators, such as Novartis/University of Pennsylvania, Bluebird Bio/Celgene/Juno Therapeutics, Gilead/Kite Pharma, Cellectis, Allogene Therapeutics, Adaptimmune/GSK, Autolus Therapeutics, and Bellicum Pharmaceuticals. We face competition from non-cell based treatments offered by other companies such as Amgen, AstraZeneca, Bristol-Myers Squibb, Incyte, Merck, and Roche.

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•	completion of preclinical laboratory tests and in vivo studies in accordance with the FDA's current Good Laboratory Practice regulations and standards, and other applicable requirements;

•	submission to the FDA of an Investigational New Drug application, or IND, for human clinical testing, which must become effective before human clinical trials commence;

•	performance of adequate and well-controlled human clinical trials according to the FDA's Good Clinical Practices, or GCP, regulations, and any additional requirements for the protection of human research subjects and their health information, to establish the safety and efficacy of the proposed product candidate for each intended use;

•	preparation and submission to the FDA of an application for marketing approval that includes substantial evidence of safety, purity and potency for a biologic, or of safety and efficacy for a non-biologic drug, including from results of nonclinical testing and clinical trials;

•	satisfactory completion of an FDA inspection of the manufacturing facility or facilities where the product candidate is produced to assess compliance with current Good Manufacturing Practice, or cGMP, and to assure that the facilities, methods and controls are adequate to preserve the product candidate's identity, safety, strength, quality, potency and purity;

•	potential FDA inspection of the nonclinical and clinical trial sites that generated the data in support of the application; and

•	FDA review and approval of the application.

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Phase 1. The product candidate is introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution, excretion and, if possible, to gain early understanding of its effectiveness. For some product candidates for severe or life-threatening diseases, especially when the product candidate may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients with the targeted disease.

•	Phase 2. The product candidate is administered and evaluated in a limited patient population to identify possible adverse effects and safety risks, to evaluate preliminary efficacy evidence for specific targeted diseases and to determine dosage tolerance, optimal dosage and dosing schedule.

•	Phase 3. The product candidate is administered to an expanded patient population, often at geographically dispersed clinical trial sites, in adequate and well-controlled clinical trials to generate sufficient data to evaluate the safety and

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Item 1A.	Risk Factors

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•	progress in our research and development programs, as well as the magnitude of these programs;

•	the timing, receipt, and amount of any payments received in connection with strategic transactions;

•	the timing, receipt, and amount of upfront, milestone, and other payments, if any, from present and future collaborators, if any;

•	the timing, receipt, and amount of sales and royalties, if any, from our potential products;

•	our ability to maintain or improve the volume and pricing of our current product and service offerings and to develop new offerings, including those that may incorporate new technologies;

•	costs we might incur to reacquire previously licensed rights for our own development;

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•	the timing and capital requirements to scale up our various product and service offerings and customer acceptance thereof;

•	our ability to maintain and establish additional collaborative arrangements and/or new strategic initiatives;

•	the timing of regulatory approval of products of our collaborations and operations;

•	the resources, time, and cost required for the preparation, filing, prosecution, maintenance, and enforcement of patent claims;

•	investments we may make in current and future collaborators, including JVs;

•	strategic mergers and acquisitions, including both the upfront acquisition cost as well as the cost to integrate, maintain, and expand the strategic target; and

•	the costs associated with legal activities, including litigation, arising in the course of our business activities and our ability to prevail in any such legal disputes.

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•	our ability to achieve or maintain profitability;

•	the feasibility of producing and commercializing products enabled by our technologies;

•	our ability to enter into strategic transactions, collaborations, or JVs;

•	our relationships, and the associated exclusivity terms, with collaborators and licensees in our target end markets;

•	our ability to develop and maintain technologies that our collaborators and licensees continue to use and that new collaborators are seeking;

•	obligations to provide resources to our collaborators or to the collaborations themselves pursuant to the terms of the relevant ECC, license agreement or JV agreement;

•	our ability to manage our growth;

•	the outcomes of research programs, clinical trials, or other product development and approval processes conducted by us and our collaborators and licensees;

•	the ability of us and our collaborators and licensees to develop and successfully commercialize products enabled by our technologies;

•	our ability to successfully scale up production of our commercial products and customer acceptance thereof;

•	risks associated with the international aspects of our business;

•	our ability to integrate any businesses or technologies we may acquire with our business;

•	our ability to accurately report our financial results in a timely manner;

•	our dependence on, and the need to attract and retain, key management and other personnel;

•	our ability to obtain, protect and enforce our intellectual property rights;

•	our ability to prevent the theft or misappropriation of our intellectual property, know-how or technologies;

•	potential advantages that our competitors, the competitors of our collaborators, and potential competitors may have in securing funding or developing competing technologies or products;

•	our ability to obtain additional capital that may be necessary to expand our business;

•	our collaborators' ability to obtain additional capital that may be necessary to develop and commercialize products under our ECCs, license agreements and JVs;

•	business interruptions such as power outages and other natural disasters;

•	public concerns about the ethical, legal and social ramifications of GE products and processes;

•	the impact of new accounting pronouncements on our current and future operating results;

•	our ability to use our net operating loss carryforwards to offset future taxable income; and

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•	the results of our consolidated subsidiaries.

•	issue additional equity securities, which would dilute our current shareholders;

•	incur substantial debt to fund the acquisitions; or

•	assume significant liabilities.

•	problems integrating the purchased operations, facilities, technologies or products;

•	unanticipated costs and other liabilities;

•	diversion of management's attention from our core businesses;

•	adverse effects on existing business relationships with current and/or prospective collaborators, customers and/or suppliers;

•	risks associated with entering markets in which we have no or limited prior experience; and

•	potential loss of key employees.

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•	the potential disruption of our ongoing business and diversion of management resources;

•	unanticipated expenses related to the acquired operations;

•	the impairment of relationships with the acquired customers;

•	the impairment of relationships with key suppliers and their ability to meet our demand;

•	potential unknown liabilities associated with the acquired business and technology;

•	potential liabilities related to litigation involving the acquired companies;

•	potential periodic impairment of goodwill and intangible assets acquired; and

•	potential inability to retain, integrate and motivate key personnel.

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•	reduced resources of our management to pursue our business strategy;

•	decreased demand for products enabled by our technologies;

•	injury to our or our collaborators' reputations and significant negative media attention;

•	withdrawal of clinical trial participants;

•	initiation of investigations by regulators;

•	product recalls, withdrawals or labeling, marketing or promotional restrictions;

•	significant costs to defend resulting litigation;

•	substantial monetary awards to trial participants or patients;

•	loss of revenue; and

•	the inability to commercialize any products using our technologies.

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•	tariffs and trade barriers;

•	currency fluctuations, which could decrease our revenues or increase our costs in United States dollars;

•	regulations related to customs and import/export matters;

•	tax issues, such as tax law changes and variations in tax laws;

•	limited access to qualified staff;

•	inadequate infrastructure;

•	cultural and language differences;

•	inadequate banking systems;

•	different and/or more stringent environmental laws and regulations;

•	restrictions on the repatriation of profits or payment of dividends;

•	crime, strikes, riots, civil disturbances, terrorist attacks or wars;

•	nationalization or expropriation of property;

•	law enforcement authorities and courts that are weak or inexperienced in commercial matters; and

•	deterioration of political relations among countries.

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•	obtaining regulatory approval from the FDA and other regulatory authorities that have very limited experience with the commercial development of genetically modified T-cell therapies for cancer;

•	developing and deploying consistent and reliable processes for engineering a patient's T-cells ex vivo and infusing the engineered T-cells back into the patient;

•	possibly conditioning patients with chemotherapy in conjunction with delivering each of the potential products, which may increase the risk of adverse side effects of the potential products;

•	educating medical personnel regarding the potential side effect profile of each of the potential products, such as the potential adverse side effects related to cytokine release;

•	developing processes for the safe administration of these potential products, including long-term follow-up for all patients who receive the potential products;

•	sourcing additional clinical and, if approved, commercial supplies for the materials used to manufacture and process the potential products;

•	developing a manufacturing process and distribution network with a cost of goods that allows for an attractive return on investment;

•	establishing sales and marketing capabilities after obtaining any regulatory approval required to gain market access and acceptance;

•	developing therapies for types of cancers beyond those addressed by the current potential products;

•	not infringing the intellectual property rights, in particular, the patent rights, of third parties, including competitors developing alternative CAR T-cell therapies; and

•	avoiding any applicable regulatory barriers to market, such as data and marketing exclusivities held by third parties, including competitors with approved CAR T-cell therapies.

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•	we have relinquished important rights regarding the commercialization, marketing and distribution of products and we may disagree with our collaborators' plans in these areas;

•	although we retain broad rights with respect to intellectual property developed under the ECCs, our collaborators have the right, under certain circumstances, to take control of the enforcement of such intellectual property;

•	we may have lower revenues than if we were to develop, manufacture, market and distribute products enabled by our technologies ourselves;

•	a collaborator could, without the use of our synthetic biology technologies, develop and market a competing product either independently or in collaboration with others, including our competitors;

•	our collaborators could be undercapitalized or fail to secure sufficient resources to fund the development and/or commercialization of the products enabled by our technologies in accordance with the ECC;

•	our collaborators could become unable or less willing to expend their resources on research and development or commercialization efforts with respect to our technologies due to general market conditions, their financial condition or other circumstances beyond our control;

•	we may be unable to manage multiple simultaneous ECCs or JVs or fulfill our obligations with respect thereto;

•	disagreements with a collaborator could develop and any conflict with a collaborator could reduce our ability to enter into future ECCs or JVs and negatively impact our relationships with one or more existing collaborators;

•	our collaborators could terminate our ECC or JV with them, in which case, our collaborators may retain rights related to certain products, we may not be able to find another collaborator to develop different products in the field and we may not be able to develop different products in the field ourselves;

•	our business could be negatively impacted if any of our collaborators undergo a change of control to a third party who is not willing to work with us on the same terms or commit the same resources as our current collaborator; and

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•	our collaborators may operate in countries where their operations could be adversely affected by changes in the local regulatory environment or by political unrest.

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•	complying with these regulations, including seeking approvals, the uncertainty of the scope of future regulations, and the costs of continuing compliance with regulations, could affect our sales and profitability and that of our JVs and collaborators and materially impact our operating results;

•	our business could be adversely affected if our processes and those used by our JVs and collaborators to manufacture their final products fail to be approved by the applicable regulatory authorities;

•	where products are subject to regulatory approval, the regulatory approval process can be lengthy, costly, time consuming and inherently unpredictable, and if we and our JVs and collaborators are ultimately unable to obtain regulatory approval for products using our technologies, our business will be substantially harmed;

•	even if we and our JVs and collaborators are able to commercialize products using our technologies, the product may become subject to post-approval regulatory requirements, unfavorable pricing regulations, third-party payor reimbursement practices or regulatory reform initiatives that could harm our business;

•	we and our JVs and collaborators conduct on-going research and development that relies on evaluations in animals, which may become subject to bans or additional regulations;

•	compliance with existing or future environmental laws and regulations could have a material adverse impact on the development and commercialization of products using our technologies; and

•	to the extent products produced using our technologies are commercialized outside the United States, they will be subject to additional laws and regulations under the jurisdictions in which such products are commercialized.

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•	stop selling, incorporating or using products that use the intellectual property at issue;

•	obtain from the third party asserting its intellectual property rights a license to sell or use the relevant technology, which license may not be available on reasonable terms, if at all; or

•	redesign those products or processes that use any allegedly infringing technology, or relocate the operations relating to the allegedly infringing technology to another jurisdiction, which may result in significant cost or delay to us, or that could be technically infeasible.

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•	announcements of acquisitions, collaborations, financings or other transactions by us;

•	public concern as to the safety of our products;

•	termination or delay of a development program;

•	the recruitment or departure of key personnel; and

•	the other factors described in this "Risk Factors" section.

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•	delay, defer or prevent a change in control;

•	entrench our management and/or the board of directors; or

•	impede a merger, consolidation, takeover or other business combination involving us that other shareholders may desire.

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•	a provision allowing our board of directors to issue preferred stock with rights senior to those of the common stock without any vote or action by the holders of our common stock. The issuance of preferred stock could adversely affect the rights and powers, including voting rights, of the holders of common stock;

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•	establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on at shareholder meetings;

•	the inability of shareholders to convene a shareholders' meeting without the support of shareholders owning together 25 percent of our common stock;

•	the application of Virginia law prohibiting us from entering into a business combination with the beneficial owner of 10 percent or more of our outstanding voting stock for a period of three years after the 10 percent or greater owner first reached that level of stock ownership, unless we meet certain criteria;

•	allow the authorized number of our directors to be changed only by resolution of our board of directors;

•	limit the manner in which shareholders can remove directors from the board;

•	require that shareholder actions must be effected at a duly called shareholder meeting and prohibit actions by our shareholders by written consent; and

•	limit who may call a special meeting of shareholders.

Item 1B.	Unresolved Staff Comments

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Item 2.	Properties

Item 3.	Legal Proceedings

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Item 4.	Mine Safety Disclosures

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Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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Item 6.	Selected Financial Data

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(1)	Revenues and deferred revenue in 2018 are accounted for under ASC 606, and revenues and deferred revenue prior to 2018 are accounted for under ASC 605, Revenue Recognition, or ASC 605. We adopted ASC 606 on January 1, 2018 using the modified retrospective method, which applies the changes in accounting prospectively and does not restate prior periods.

(2)	In conjunction with the ZIOPHARM License Agreement in 2018, all of our ZIOPHARM preferred shares were returned to ZIOPHARM.

(3)	In 2018, we completed a registered underwritten public offering of $200,000 aggregate principal amount of Convertible Notes.

(4)	Other liabilities include $8,801, $15,629, and $20,485 of deferred consideration as of December 31, 2016, 2015, and 2014, respectively.

(5)	In 2017, we acquired GenVec, Inc., or GenVec, and began including the results of its operations effective on the acquisition date. In 2017, we also acquired the remaining 49 percent of outstanding equity of Biological & Popular Culture, Inc.

(6)	In 2015, we acquired ActoGeniX NV, Okanagan, and Oxitec and began including the results of their operations effective on the respective acquisition dates.

(7)	In 2014, we acquired Medistem, Inc. and Trans Ova and began including the results of their operations effective on the respective acquisition dates.

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations

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•	salaries and benefits, including stock-based compensation expense, for personnel in research and development functions;

•	fees paid to consultants and contract research organizations who perform research on our behalf and under our direction;

•	costs related to laboratory supplies used in our research and development efforts;

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•	costs related to certain in-licensed technology rights or reacquired in-process research and development;

•	depreciation of leasehold improvements and laboratory equipment;

•	amortization of patents and related technologies acquired in mergers and acquisitions; and

•	rent and utility costs for our research and development facilities.

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(1)	Revenues in 2018 are accounted for under ASC 606 and revenues in 2017 are accounted for under ASC 605. We adopted ASC 606 on January 1, 2018 using the modified retrospective method, which applies the changes in accounting prospectively and does not restate prior periods.

(2)	Including $60,238 and $130,670 from related parties for the years ended December 31, 2018 and 2017, respectively.

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(1)	For the years ended December 31, 2018 and 2017, revenue recognized from collaborations with Harvest start-up entities include Genten Therapeutics, Inc.; CRS Bio, Inc.; Exotech Bio, Inc.; AD Skincare, Inc.; and Thrive Agrobiotics, Inc. For the year ended December 31, 2017, revenues recognized from collaborations with Harvest start-up entities also include Relieve Genetics, Inc.

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(1)	Including $130,670 and $93,792 from related parties for the years ended December 31, 2017 and 2016, respectively.

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(1)	For the years ended December 31, 2017 and 2016, revenue recognized from collaborations with Harvest start-up entities include Genten Therapeutics, Inc.; CRS Bio, Inc.; Relieve Genetics, Inc.; Exotech Bio, Inc.; AD Skincare, Inc.; and Thrive Agrobiotics, Inc.

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•	progress in our research and development programs, as well as the magnitude of these programs;

•	the timing, receipt and amount of any payments received in connection with strategic transactions;

•	the timing, receipt and amount of upfront, milestone and other payments, if any, from present and future collaborators, if any;

•	the timing, receipt and amount of sales and royalties, if any, from our potential products;

•	our ability to maintain or improve the volume and pricing of our current product and service offerings and to develop new offerings, including those that may incorporate new technologies;

•	costs we might incur to reacquire previously licensed rights for our own development;

•	the timing and capital requirements to scale up our various product and service offerings and customer acceptance thereof;

•	our ability to maintain and establish additional collaborative arrangements and/or new strategic initiatives;

•	the timing of regulatory approval of products of our collaborations and operations;

•	the resources, time and cost required for the preparation, filing, prosecution, maintenance and enforcement of patent claims;

•	investments we may make in current and future collaborators, including JVs;

•	strategic mergers and acquisitions, including both the upfront acquisition cost as well as the cost to integrate, maintain, and expand the strategic target; and

•	the costs associated with legal activities, including litigation, arising in the course of our business activities and our ability to prevail in any such legal disputes.

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•	shift our internal investments from subsidiaries and platforms whose potential for value creation is longer-term to near-term opportunities;

•	sell certain of our operating subsidiaries to third parties;

•	reduce operating expenditures for third-party contractors, including consultants, professional advisors, and other vendors; and

•	reduce or delay capital expenditures, including non-essential facility expansions, lab equipment, and information technology projects.

•	maintain the diversity of our various portfolio offerings;

•	develop and commercialize products within planned timelines or at planned scales; and

•	invest in new research and development efforts.

(1)	The convertible debt may be converted to Intrexon common stock or to the common stock of one of our subsidiaries.

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•	The consideration is commensurate with either the entity's performance to achieve the milestone or the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from the entity's performance to achieve the milestone;

•	The consideration relates solely to past performance; and

•	The consideration is reasonable relative to all of the deliverables and payment terms within the arrangement.

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Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

Item 8.	Financial Statements and Supplementary Data

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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Item 9A.	Controls and Procedures

(i)	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(ii)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

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Item 9B.	Other Information

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Item 10.	Directors, Executive Officers and Corporate Governance

Item 11.	Executive Compensation

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.	Certain Relationships and Related Transactions, and Director Independence

Item 14.	Principal Accounting Fees and Services

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Item 15.	Exhibits, Financial Statement Schedules

(a)	The following consolidated financial statements of Intrexon Corporation and its subsidiaries, and the independent registered public accounting firm reports thereon, are included in Part II, Item 8 of this Annual Report:

1.	Financial Statements.

2.	Financial Statement Schedules.

3.	Exhibits.

(b)	Exhibits

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*	Previously filed and incorporated by reference to the exhibit indicated in the following filings by Intrexon:

(1)	Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 9, 2013.

(2)	Amendment No. 1 to Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 29, 2013.

(3)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 15, 2013.

(4)	Current Report on Form 8-K/A, filed with the Securities and Exchange Commission on April 4, 2014.

(5)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 14, 2015.

(6)	Current Report on Form 8-K/A, filed with the Securities and Exchange Commission on January 28, 2015.

(7)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 13, 2014.

(8)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2015.

(9)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 17, 2015.

(10)	Current Report on Form 8-K/A, filed with the Securities and Exchange Commission on November 3, 2015.

(11)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2015.

(12)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 14, 2016.

(13)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 13, 2016.

(14)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 30, 2016.

(15)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 3, 2016.

(16)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 30, 2016.

(17)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 31, 2017.

(18)	Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on May 11, 2017.

(19)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 30, 2017.

(20)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 16, 2017.

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(21)	Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2017.

(22)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 2, 2018.

(23)	Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 1, 2018.

(24)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 5, 2018.

(25)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 8, 2018.

(26)	Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 3, 2018.

(27)	Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 8, 2018.

**	Furnished herewith

†	Indicates management contract or compensatory plan.

#	Portions of the exhibit (indicated by asterisks) have been omitted pursuant to a confidential treatment order granted by the Securities and Exchange Commission.

(c)	Financial Statement Schedules

Item 16.	Form 10-K Summary

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(1)	The consideration is commensurate with either the entity's performance to achieve the milestone or the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from the entity's performance to achieve the milestone;

(2)	The consideration relates solely to past performance; and

(3)	The consideration is reasonable relative to all of the deliverables and payment terms within the arrangement.

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•	As a period charge in the future period in which the tax arises; or

•	As part of deferred taxes related to the investment or subsidiary.

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(1)	For the years ended December 31, 2018, 2017, and 2016, revenue recognized from collaborations with Harvest start-up entities include Genten Therapeutics, Inc.; CRS Bio, Inc.; Exotech Bio, Inc.; AD Skincare, Inc.; and Thrive Agrobiotics, Inc. For the years ended December 31, 2017 and 2016, revenue recognized from collaborations with Harvest start-up entities also include Relieve Genetics, Inc.

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(1)

As of December 31, 2018 and December 31, 2017, the balance of deferred revenue for collaborations with Harvest start-up entities includes Exotech Bio, Inc.; AD Skincare, Inc.; and Thrive Agrobiotics, Inc. As of December 31, 2017, the balance of deferred revenue for collaborations with Harvest start-up entities also includes: Genten Therapeutics, Inc.; CRS Bio, Inc.; and Relieve Genetics, Inc. See Note 3 for further discussion of the asset acquisition of certain Harvest entities.

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•	During any calendar quarter commencing after the calendar quarter ending on September 30, 2018, if the last reported sales price of Intrexon's common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

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•	During the five business day period after any five consecutive trading day period in which the trading price, as defined in the Indenture, for the Convertible Notes is less than 98% of the product of the last reported sales price of Intrexon's common stock and the conversion rate for the Convertible Notes on each such trading day; or

•	Upon the occurrence of specified corporate events as defined in the Indenture.

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(1)

During the fourth quarter of 2018, the Company reacquired certain in-process research and development from ZIOPHARM, Ares Trading, and Intrexon T1D Partners, all of which were immediately expensed (Notes 4 and 5). The Company also recorded an intangible asset impairment charge and a loss on abandonment of certain of its intangible assets (Note 11). The Company also recognized the remaining balance of deferred revenue associated with Histogenics and Synthetic Biologics upon the mutual termination of the ECCs with these entities (Note 17).

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(1)	During the fourth quarter of 2017, the Company recognized the remaining balance of deferred revenue associated with ZIOPHARM ECC2 upon the parties' mutual agreement to terminate (Note 5). The Company also recorded goodwill impairment charges primarily related to the AquaBounty reporting unit and an impairment charge related to certain of its in-process research and development assets (Note 11).

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(1)	ARES TRADING S.A., a corporation organized and existing under the laws of Switzerland, having offices at Zone Industrielle de L’Ouriettaz, 117 Aubonne, Switzerland (the "Ares Trading");

(2)	Intrexon Corporation, a corporation organized and existing under the laws of Virginia, USA, having its principal place of business at 20374 Seneca Meadows Parkway, Germantown, MD 20876, USA ("Intrexon"); and

(3)	Precigen, Inc., a Delaware corporation, having its principal place of business at, 20358 Seneca Meadows Parkway, Germantown, MD 20876, USA ("Precigen").

(A)	Ares Trading, Intrexon and Ziopharm entered into the Agreement (as defined in clause 1 of this Deed). Intrexon has assigned and transferred its rights and obligations under the Agreement to Precigen.

(B)

Pursuant to a Securities Purchase, Assignment and Assumption Agreement entered into between Ares Trading and the Intrexon Parties on [INSERT DATE] (the "Assignment and Assumption Agreement"), Ares Trading agreed to assign and transfer all of its rights and obligations under the Agreement to Intrexon with effect from the Closing Date (as defined in the Assignment and Assumption Agreement), and the parties wish to give effect to that assignment by Ares Trading and assumption of obligations by Intrexon in accordance with the terms of this Deed (and without prejudice to the provisions of the Assignment and Assumption Agreement).

1.	DEFINITIONS AND INTERPRETATION

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2.	ASSIGNMENT, TRANSFER AND RELEASE

2.1	Subject to clause 2.2, all of Ares Trading's Rights and Obligations under the Agreement are assigned and transferred from Ares Trading to Intrexon such that with effect from the Effective Date:

(a)	all of Ares Trading's Rights (whether past, present or future) are hereby assigned to Intrexon, and Intrexon accepts this assignment subject to the remainder of this clause 2.1;

(b)	all of the Intrexon Parties' Rights (whether past, present or future, and whether known or unknown) enforceable as against Ares Trading are fully and irrevocably released and discharged forever by the Intrexon Parties;

(c)	all of Ares Trading's (on the one hand) and the Intrexon Parties' (on the other hand) respective Obligations to each other are fully and irrevocably released and discharged forever by each of Ares Trading and the Intrexon Parties respectively;

(d)	Intrexon covenants, represents and undertakes to Ares Trading that it will duly and promptly perform on time and in accordance with the provisions of the Agreement all of Ares Trading's Obligations to Ziopharm arising with effect from the Effective Date as if they were Obligations originally accepted and contracted to be performed directly by Intrexon to Ziopharm;

(e)	all Liabilities arising prior to the Effective Date will be retained by the party that owes such Liabilities to the extent set forth in the Assignment and Assumption Agreement; and

(f)

all Liabilities of Ares Trading arising on or after the Effective Date shall be met, satisfied and discharged in full by Intrexon and in respect of which Intrexon shall on demand fully indemnify and hold harmless Ares Trading, provided that, except in accordance with the Agreement or the Assignment and Assumption Agreement, Ares Trading shall not take any actions to perform or purport to perform the Agreement without the consent of Intrexon or to wilfully frustrate Intrexon's

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2.2	Nothing in this Deed will extinguish or vary any Rights, Obligations or Liabilities owed by or to Ziopharm, save that as between the parties Ares Trading's responsibility for its Obligations and Liabilities shall be assumed by Intrexon and/or Precigen in accordance with clause 2.1.

3.	FURTHER ASSURANCE

4.	MISCELLANEOUS

4.1	This Agreement shall be read in conjunction with and operate alongside the provisions of the Assignment and Assumption Agreement but shall not vary, amend or limit in any way the provisions of the Assignment and Assumption Agreement. If there is any conflict between this Agreement and the Assignment and Assumption Agreement, the Assignment and Assumption Agreement will prevail.

4.2	A variation of this Deed is valid only if it is in writing and signed by all of the parties or their respective duly authorised representatives.

4.3

Failure to exercise, or a delay in exercising, a right or remedy provided by this Deed or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Deed or by law prevents the further exercise of the right or remedy or the exercise of another right or remedy. A waiver of a breach of this Deed does not constitute a waiver of a subsequent or prior breach of this Deed.

4.4	If a provision of this Deed is found to be illegal, invalid or unenforceable, then to the extent it is illegal, invalid or unenforceable, that provision will be given no effect and will be treated as though it were not included in this Deed, but the validity or enforceability of the remaining provisions of this Deed will not be affected.

4.5	This Deed may be entered into in any number of counterparts and any party to this Deed may enter into this Deed by executing any counterpart. A counterpart constitutes an original of this Deed and all executed counterparts together have the same effect as if each to this Deed had executed the same document.

4.6	A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Deed.

5.	GOVERNING LAW AND JURISDICTION

5.1	This Deed, the jurisdiction clause contained in it and all non-contractual obligations arising in any way whatsoever out of this Deed are governed by, construed and take effect in accordance with English law excluding application of any conflict of laws principles that would require application of the law of a different jurisdiction.

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5.2	The courts of England have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise in any way whatsoever out of this Deed or the legal relationships established by this Deed, provided that the courts of England will not have jurisdiction in respect of, or any jurisdiction to prevent, a claim made under the Assignment and Assumption Agreement.

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2.1	Royalty Payments for Products.

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1.	Form 10-Q/A filed with the SEC on August 13, 2018.

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a.

If converting pursuant to Sections 3(a) or 3(b), upon receipt by the Transfer Agent of a copy of the executed Conversion Notice and a copy of the applicable Borrower Confirmation of Conversion Notice, the Transfer Agent shall, provided the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of ARES, credit such aggregate number of shares of Equity Securities to which ARES shall be entitled, subject to Section 4.8 of the Securities Purchase Agreement, to ARES's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system; provided, however, in the case of a conversion pursuant to Section 3(b), no Equity Securities shall be issued in advance of the closing of the Qualified Company Financing, and provided further that if the closing of the Qualified Company Financing does not occur within [*****] of the Borrower’s receipt of the Conversion Notice, such Conversion Notice shall be deemed void ab initio and of no effect, ARES’s conversion rights with respect to such Qualified Company Financing shall be deemed not to have been exercised and a Qualified Company Financing shall be deemed not to have occurred and Borrower shall be obligated to comply with its obligations under Section 5(a) below and to afford ARES with its full opportunity to exercise its rights pursuant to Section 3(b) above before Borrower may conduct a Qualified Company Financing.

b.

If converting pursuant to Section 3(c), if Precigen has received the executed Conversion Notice prior to the closing of the Precigen Financing, Precigen shall cause the aggregate number of shares of Equity Securities to which ARES shall be entitled to be recorded in the appropriate stock ledger of the Company, subject to ARES’ execution of all documents reasonably requested to be executed in connection with, and executed by other purchasers in, such Precigen Financing. If the closing of the Precigen Financing does not occur within [*****] of the Borrower’s receipt of such Conversion Notice, such Conversion Notice shall be deemed void ab initio and of no effect, and ARES’ conversion rights with respect to such Precigen Financing shall be deemed not to have been exercised, and a Qualified Precigen Financing pursuant to Section 3(j) shall not be deemed to have occurred.

c.

If converting pursuant to Section 3(d), upon the later to occur of: (a) the Transfer Agent’s receipt of a copy of the executed Conversion Notice and a copy of the applicable Borrower Confirmation of Conversion Notice and (b) the closing of the Qualified Precigen IPO, the Transfer Agent shall, provided the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, upon the

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d.

If less than the full then-outstanding principal amount of this Note is submitted for conversion and (notwithstanding Section 3(g)(vi)) Borrowers have actually received the original Note pursuant to Section 3(g)(i), then the Borrowers shall, as soon as practicable and in no event later than five (5) Trading Days after receipt of the Note and at Borrowers’ own expense, issue and deliver to ARES a new Note for the outstanding principal amount not converted.

e.	In the event any shares of Equity Securities to which ARES is entitled upon conversion are not eligible to be credited to ARES's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system as set forth in this Section 3(g), such Equity Securities shall be issued and promptly delivered to ARES in certificated form.

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(a)	Material Transactions. In case:

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(b)	Precigen IPO.

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(a)	If to ARES, at:

(b)	If to the Company, at:

(c)	If to Precigen, at:

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1.	I have reviewed this Annual Report on Form 10-K of Intrexon Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this Annual Report on Form 10-K of Intrexon Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

•	the Annual Report on Form 10-K of the Company for the year ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

•	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

•	the Annual Report on Form 10-K of the Company for the year ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

•	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.