Common use of Purchaser Sophistication Clause in Contracts

Purchaser Sophistication. Intrexon represents and warrants to, and covenants with, the Company that Intrexon (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acceptance of the shares pursuant hereto, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the shares, (b) Intrexon, in connection with its decision to purchase the shares, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Company contained herein. Intrexon is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act, (c) Intrexon is acquiring the shares for its own account for investment only and with no present intention of distributing any of such shares or any arrangement or understanding with any other persons regarding the distribution of such shares; (d) Intrexon has not been organized, reorganized or recapitalized specifically for the purpose of investing in the shares; (e) Intrexon will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the shares except in compliance with the Securities Act and applicable state securities laws, (f) Intrexon understands that the shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Company is relying upon the truth and accuracy of, and Intrexon’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon to acquire the shares, (g) Intrexon understands that its investment in the shares involves a significant degree of risk, including a risk of total loss of Intrexon’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Company hereunder) and (h) Intrexon understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the shares.

Purchaser Sophistication. Intrexon represents and warrants to, and covenants with, the Company that Intrexon (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acceptance purchase of the shares pursuant heretoshares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the shares, ; (b) Intrexon, in connection with its decision to purchase the shares, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Company contained herein. ; (c) Intrexon is an “"accredited investor” " pursuant to Rule 501 of Regulation D under the Securities Act, ; (cd) Intrexon is acquiring the shares for its own account for investment only and with no present intention of distributing any of such shares or any arrangement or understanding with any other persons regarding the distribution of such shares; (de) Intrexon has not been organized, reorganized or recapitalized specifically for the purpose of investing in the shares; (ef) Intrexon will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the shares except in compliance with the Securities Act and applicable state securities laws, ; (fg) Intrexon understands that the shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Company is relying upon the truth and accuracy of, and Intrexon’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon to acquire the shares, ; (gh) Intrexon understands that its investment in the shares involves a significant degree of risk, including a risk of total loss of Intrexon’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Company hereunder) ); and (hi) Intrexon understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the shares.

Purchaser Sophistication. Intrexon represents and warrants to, and covenants with, the Company that Intrexon (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acceptance purchase of the shares pursuant heretoShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the sharesShares, (b) Intrexon, in connection with its decision to purchase the sharesShares, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Company contained herein. Intrexon is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act, (c) Intrexon is acquiring the shares Shares for its own account for investment only and with no present intention of distributing any of such shares Shares or any arrangement or understanding with any other persons regarding the distribution of such sharesShares; (d) Intrexon has not been organized, reorganized or recapitalized specifically for the purpose of investing in the sharesShares; (e) Intrexon will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the shares Shares except in compliance with the Securities Act and applicable state securities laws, (f) Intrexon understands that the shares Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Company is relying upon the truth and accuracy of, and Intrexon’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon to acquire the sharesShares, (g) Intrexon understands that its investment in the shares Shares involves a significant degree of risk, including a risk of total loss of Intrexon’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Company hereunder) and (h) Intrexon understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the sharesShares.

Purchaser Sophistication. Intrexon represents and warrants to, and covenants with, the Company that Intrexon (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acceptance purchase of the shares pursuant heretoShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the sharesShares, (b) Intrexon, in connection with its decision to purchase the sharesShares, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Company contained herein. Intrexon is an “"accredited investor” " pursuant to Rule 501 of Regulation D under the Securities Act, (c) Intrexon is acquiring the shares Shares for its own account for investment only and with no present intention of distributing any of such shares Shares or any arrangement or understanding with any other persons regarding the distribution of such sharesShares; (d) Intrexon has not been organized, reorganized or recapitalized specifically for the purpose of investing in the sharesShares; (e) Intrexon will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the shares Shares except in compliance with the Securities Act and applicable state securities laws, (f) Intrexon understands that the shares Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Company is relying upon the truth and accuracy of, and Intrexon’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon to acquire the sharesShares, (g) Intrexon understands that its investment in the shares Shares involves a significant degree of risk, including a risk of total loss of Intrexon’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Company hereunder) and (h) Intrexon understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the sharesShares.

Purchaser Sophistication. Intrexon CSMC represents and warrants to, and covenants with, the Company and the Licensee that Intrexon CSMC: (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acceptance purchase of the shares pursuant heretoShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the shares, Shares; (b) IntrexonCSMC, in connection with its decision to purchase the sharesShares, relied only upon the SEC Documentsdocuments of the Company filed with the Securities and Exchange Commission, other publicly available information, and the representations and warranties of the Company and the Licensee contained herein. Intrexon CSMC is an “"accredited investor” " pursuant to Rule 501 of Regulation D under the Securities Act, ; (c) Intrexon CSMC is acquiring the shares Shares for its own account for investment only and with no present intention of distributing any of such shares Shares or any arrangement or understanding with any other persons regarding the distribution of such sharesShares; (d) Intrexon CSMC has not been organized, reorganized or recapitalized specifically for the purpose of investing in the sharesShares; (e) Intrexon CSMC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the shares Shares except in compliance with the Securities Act of 1933 and applicable state securities laws, ; (f) Intrexon CSMC understands that the shares Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act of 1933 and state securities laws, and that the Company is and the Licensee are relying upon the truth and accuracy of, and IntrexonCSMC’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon CSMC set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon CSMC to acquire the shares, Shares; (g) Intrexon CSMC understands that its investment in the shares Shares involves a significant degree of risk, including a risk of total loss of IntrexonCSMC’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Company hereunder) investment; and (h) Intrexon CSMC understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the sharesShares.

Purchaser Sophistication. Intrexon Daiichi Sankyo represents and warrants to, and covenants with, the Company that Intrexon Daiichi Sankyo: (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acceptance purchase of the shares pursuant heretoSecurities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, had the opportunity to request and has reviewed and considered all information it deemed relevant necessary in making an informed decision to purchase the shares, Securities; (b) Intrexon, in connection with its decision to purchase the shares, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Company contained herein. Intrexon is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act, ; (c) Intrexon is acquiring the shares Securities for its own account for investment only and with no present intention of distributing any of such shares the Securities or any arrangement or understanding with any other persons regarding the distribution of such sharesSecurities; (d) Intrexon has not been organized, reorganized or recapitalized specifically formed for the specific purpose of investing in acquiring the sharesSecurities; (e) Intrexon understands that the Securities have not been and will not be registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred other than pursuant to an exemption from the registration requirements under the Securities Act or pursuant to an effective registration statement under the Securities Act and Daiichi Sankyo will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the shares Securities except in compliance with the Securities Act and applicable state securities laws, ; (f) Intrexon understands that the shares Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Company is relying upon the truth and accuracy of, and IntrexonDaiichi Sankyo’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon Daiichi Sankyo set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon Daiichi Sankyo to acquire the shares, Securities; (g) Intrexon understands that its investment in the shares Securities involves a significant degree of risk, including a risk of total loss of IntrexonDaiichi Sankyo’s investment, and is able to afford a complete loss of such investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Company hereunder) ); and (h) Intrexon understands that no United States federal or U.S. federal, state of foreign agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the sharesSecurities.

Purchaser Sophistication. Intrexon Pxxxxxxx represents and warrants to, and covenants with, the Company and Synbiomics that Intrexon Pxxxxxxx: (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acceptance purchase of the shares pursuant heretoShares, including investments in securities issued by the Company Synbiomics and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the shares, Shares; (b) IntrexonPxxxxxxx, in connection with its decision to purchase the sharesShares, relied only upon the SEC Documentsdocuments of the Company filed with the Commission, other publicly available information, and the representations and warranties of the Company and Synbiomics contained herein. Intrexon Pxxxxxxx is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act, ; (c) Intrexon Pxxxxxxx is acquiring the shares Shares for its own account for investment only and with no present intention of distributing any of such shares Shares or any arrangement or understanding with any other persons regarding the distribution of such sharesShares; (d) Intrexon Pxxxxxxx has not been organized, reorganized or recapitalized specifically for the purpose of investing in the sharesShares; (e) Intrexon Pxxxxxxx will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the shares Shares except in compliance with the Securities Act of 1933 and applicable state securities laws, ; (f) Intrexon Pxxxxxxx understands that the shares Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act of 1933 and state securities laws, and that the Company is and Synbiomics are relying upon the truth and accuracy of, and Intrexon’s Pxxxxxxx’x compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon Pxxxxxxx set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon Pxxxxxxx to acquire the shares, Shares; (g) Intrexon Pxxxxxxx understands that its investment in the shares Shares involves a significant degree of risk, including a risk of total loss of Intrexon’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Company hereunder) Pxxxxxxx’x investment; and (h) Intrexon Pxxxxxxx understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the sharesShares.

Purchaser Sophistication. Intrexon represents and warrants to, and covenants with, the Company that Intrexon (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acceptance purchase of the shares pursuant heretoShares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the sharesShares, (b) Intrexon, in connection with its decision to purchase the sharesShares, relied only upon the SEC Documents, other publicly available information, and the representations and warranties of the Company contained herein. Intrexon is an “"accredited investor” " pursuant to Rule 501 of Regulation D under the Securities Act, (c) Intrexon is acquiring the shares Shares for its own account for investment only and with no present intention of distributing any of such shares Shares or any arrangement or understanding with any other persons regarding the distribution of such sharesShares; (d) Intrexon has not been organized, reorganized or recapitalized specifically for the purpose of investing in the sharesShares; (e) Intrexon will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the shares Shares except in compliance with the Securities Act and applicable state securities laws, (f) Intrexon understands that the shares Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Company is relying upon the truth and accuracy of, and Intrexon’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon to acquire the sharesShares, (g) Intrexon understands that its investment in the shares Shares involves a significant degree of risk, including a risk of total loss of Intrexon’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Company hereunder) and (h) Intrexon understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the shares.Shares. 11. 4.2

Purchaser Sophistication. Intrexon represents and warrants to, and covenants with, the Company that Intrexon (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acceptance purchase of the shares pursuant heretoshares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the shares, ; (b) Intrexon, in connection with its decision to purchase the shares, relied only upon the SEC DocumentsFinancial Statements, other publicly available information, and the representations and warranties of the Company contained herein. ; (c) Intrexon is an “"accredited investor” " pursuant to Rule 501 of Regulation D under the Securities Act, ; (cd) Intrexon is acquiring the shares for its own account for investment only and with no present intention of distributing any of such shares or any arrangement or understanding with any other persons regarding the distribution of such shares; (de) Intrexon has not been organized, reorganized or recapitalized specifically for the purpose of investing in the shares; (ef) Intrexon will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the shares except in compliance with the Securities Act and applicable state securities laws, ; (fg) Intrexon understands that the shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Company is relying upon the truth and accuracy of, and Intrexon’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon to acquire the shares, ; (gh) Intrexon understands that its investment in the shares involves a significant degree of risk, including a risk of total loss of Intrexon’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Company hereunder) ); and (hi) Intrexon understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the shares.

Purchaser Sophistication. Intrexon CSMC represents and warrants to, and covenants with, the Company and Synbiomics that Intrexon CSMC: (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acceptance purchase of the shares pursuant heretoSYN Shares and New Shares, including investments in securities issued by the Company Synbiomics and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the shares, SYN Shares and New Shares; (b) IntrexonCSMC, in connection with its decision to purchase the sharesSYN Shares and New Shares, relied only upon the SEC Documentsdocuments of the Company filed with the Commission, other publicly available information, and the representations and warranties of the Company and Synbiomics contained herein. Intrexon CSMC is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act, ; (c) Intrexon CSMC is acquiring the shares SYN Shares and New Shares for its own account for investment only and with no present intention of distributing any of such shares the SYN Shares and New Shares or any arrangement or understanding with any other persons regarding the distribution of such sharesthe Shares; (d) Intrexon CSMC has not been organized, reorganized or recapitalized specifically for the purpose of investing in the sharesSYN Shares and New Shares; (e) Intrexon CSMC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the shares SYN Shares and New Shares except in compliance with the Securities Act of 1933 and applicable state securities laws, ; (f) Intrexon CSMC understands that the shares SYN Shares and New Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act and state securities laws, and that the Company is and Synbiomics are relying upon the truth and accuracy of, and IntrexonCSMC’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon CSMC set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon CSMC to acquire the shares, SYN Shares and New Shares; (g) Intrexon CSMC understands that its investment in the shares SYN Shares and New Shares involves a significant degree of risk, including a risk of total loss of IntrexonCSMC’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Company hereunder) investment; and (h) Intrexon CSMC understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the sharesSYN Shares and New Shares.

Purchaser Sophistication. Intrexon CSMC represents and warrants to, and covenants with, the Company and Synbiomics that Intrexon CSMC: (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acceptance purchase of the shares pursuant heretoShares, including investments in securities issued by the Company Synbiomics and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the shares, Shares; (b) IntrexonCSMC, in connection with its decision to purchase the sharesShares, relied only upon the SEC Documentsdocuments of the Company filed with the Commission, other publicly available information, and the representations and warranties of the Company and Synbiomics contained herein. Intrexon CSMC is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act, ; (c) Intrexon CSMC is acquiring the shares Shares for its own account for investment only and with no present intention of distributing any of such shares Shares or any arrangement or understanding with any other persons regarding the distribution of such sharesShares; (d) Intrexon CSMC has not been organized, reorganized or recapitalized specifically for the purpose of investing in the sharesShares; (e) Intrexon CSMC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the shares Shares except in compliance with the Securities Act of 1933 and applicable state securities laws, ; (f) Intrexon CSMC understands that the shares Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act of 1933 and state securities laws, and that the Company is and Synbiomics are relying upon the truth and accuracy of, and IntrexonCSMC’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Intrexon CSMC set forth herein in order to determine the availability of such exemptions and the eligibility of Intrexon CSMC to acquire the shares, Shares; (g) Intrexon CSMC understands that its investment in the shares Shares involves a significant degree of risk, including a risk of total loss of IntrexonCSMC’s investment (provided that such acknowledgment in no way diminishes the representations, warranties and covenants made by the Company hereunder) investment; and (h) Intrexon CSMC understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the sharesShares.