Intrexon Corp Sample Contracts

Intrexon Corp – SECURITIES PURCHASE, ASSIGNMENT AND ASSUMPTION AGREEMENT DATED AS OF DECEMBER 19, 2018 BY AND AMONG INTREXON CORPORATION, (March 1st, 2019)

This Securities Purchase, Assignment and Assumption Agreement (this “Agreement”) is dated as of December 19, 2018 (the “Agreement Date”) by and among Intrexon Corporation, a corporation organized and existing under the laws of Virginia, having its principal place of business at 20374 Seneca Meadows Parkway, Germantown, MD 20876, USA (“Intrexon”), 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 (“ARES TRADING”), Precigen, Inc., a Delaware corporation, having its principal place of business at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“Precigen” and, together with Intrexon, the “Intrexon Parties”). ARES TRADING, Intrexon and Precigen and may be referred to herein as a “Party” or, collectively, as “Parties.”

Intrexon Corp – INTREXON CORPORATION AND PRECIGEN, INC. CONVERTIBLE NOTE (March 1st, 2019)

FOR VALUE RECEIVED, INTREXON CORPORATION, a Virginia corporation (the “Company”), and PRECIGEN, INC., a Delaware corporation (“Precigen”), jointly and severally hereby promise to pay to the order of ARES TRADING S.A., a corporation organized under the laws of Switzerland, or its assigns (“ARES” and, with the Company and Precigen, the “Parties”) the aggregate principal amount of Twenty-Five Million Dollars ($25,000,000), on June 28, 2021 (the “Maturity Date”), or upon acceleration or by conversion in accordance with the terms hereof.

Intrexon Corp – Intrexon and Merck KGaA, Darmstadt, Germany, Announce Agreement Realizing Precigen’s Vision for Full Developmental Autonomy of its CAR-T Program – Merck KGaA, Darmstadt, Germany, to assign its Chimeric Antigen Receptor T-cell (CAR-T) rights to Intrexon – Intrexon to issue Merck KGaA, Darmstadt, Germany, $150 million in Intrexon stock and a $25 million convertible note, and Intrexon to receive a $25 million cash investment (December 20th, 2018)

Germantown, Maryland, December 20, 2018 – Intrexon Corporation (NASDAQ: XON), a leader in the engineering and industrialization of biology to improve the quality of life and health of the planet, and its wholly-owned subsidiary Precigen, a biopharmaceutical company specializing in the development of innovative gene and cellular therapies to improve the lives of patients, today announced Intrexon has assumed its agreement with Merck KGaA, Darmstadt, Germany, a leading science and technology company, through its wholly-owned subsidiary Ares Trading, for the development of Chimeric Antigen Receptor T-cell (CAR-T) therapies, which are genetically engineered t-cells with synthetic receptors that recognize a specific antigen expressed on tumor cells. Upon closing, the agreement will enable Precigen’s complete autonomy of its CAR-T program and allow Merck KGaA, Darmstadt, Germany, to maintain an investment in the future potential of next generation CAR-T development.

Intrexon Corp – EXCLUSIVE LICENSE AGREEMENT (November 8th, 2018)

This Exclusive License Agreement (the “Agreement”) is entered into as of October 5, 2018 (the “Effective Date”) by and between ZIOPHARM Oncology, Inc., a Delaware corporation, with its principal place of business at 1180 Avenue of the Americas, 19th Floor, New York, NY 10036 (“Ziopharm”), and Precigen, Inc., a Delaware corporation, with its principal place of business at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“Precigen”), a wholly owned subsidiary of Intrexon Corporation, a Virginia corporation, with its principal place of business at 20374 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”). Ziopharm and Precigen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Intrexon is a party to: the Recitals; Section 2.2, Section 3.4, Article 13 and Section 14.13 of this Agreement.

Intrexon Corp – Troutman Sanders LLP 600 Peachtree Street NE, Suite 3000 Atlanta, GA 30308-2216 troutman.com (July 3rd, 2018)

We have acted as counsel to Intrexon Corporation, a Virginia corporation (the “Company”), in connection with the preparation of a prospectus supplement (the “Prospectus Supplement”) dated June 28, 2018 (together with the Prospectus (as herein defined), the “Final Prospectus”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the “Act”) and the accompanying prospectus dated September 1, 2017 (the “Prospectus”) that form a part of the registration statement on Form S-3ASR (the “Registration Statement”) filed with the Commission on September 1, 2017 (File No. 333-220326), and relating to the issuance, offer and sale by the Company of $200 million aggregate principal amount of the Company’s 3.50% Convertible Senior Notes due 2023 (the “Notes”) convertible into a maximum of up to 14,958,860 shares of the Company’s common stock, no par value per share (the “Conversion Shares”), to J.P. Morgan

Intrexon Corp – INTREXON CORPORATION AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 3, 2018 3.50% Convertible Senior Notes due 2023 (July 3rd, 2018)

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of July 3, 2018 between INTREXON CORPORATION, a Virginia corporation, as issuer (the “Issuer,” as more fully set forth in Section 1.02) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.02).

Intrexon Corp – INTREXON CORPORATION Common Stock, no par value Underwriting Agreement (July 3rd, 2018)
Intrexon Corp – INTREXON CORPORATION 3.50% Convertible Senior Notes due 2023 Underwriting Agreement (July 3rd, 2018)
Intrexon Corp – INTREXON CORPORATION and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee INDENTURE Dated as of July 3, 2018 SENIOR DEBT SECURITIES (July 3rd, 2018)

THIS INDENTURE, dated as of July 3, 2018 between Intrexon Corporation, a Virginia corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Trustee”),

Intrexon Corp – TERMINATION OF PREFERRED STOCK EQUITY FACILITY AGREEMENT (July 3rd, 2018)

This TERMINATION OF PREFERRED STOCK EQUITY FACILITY AGREEMENT (the “Termination Agreement”) is made and entered into as of the 28th day of June 2018 by and between Kapital Joe, LLC (the “Investor”) and Intrexon Corporation, a Virginia corporation (the “Company”).

Intrexon Corp – Convertible Notes (July 3rd, 2018)

The registrant is filing this Exhibit 99.1 for the purpose of incorporating the information set forth herein by reference into the automatic shelf registration statement on Form S-3ASR (File No. 333-220326) that was filed by the registrant with the Securities and Exchange Commission on September 1, 2017.

Intrexon Corp – SHARE LENDING AGREEMENT Dated as of June 28, 2018 Among INTREXON CORPORATION (“Lender”), And JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, NEW YORK BRANCH (“Collateral Agent”) (July 3rd, 2018)

This AGREEMENT sets forth the terms and conditions under which Borrower may borrow from Lender shares of Common Stock (as defined below).

Intrexon Corp – Amendment to the Intrexon Corporation 2013 Omnibus Incentive Plan, as Amended (June 8th, 2018)

The maximum aggregate number (the “Maximum Aggregate Number”) of shares of Common Stock which may be subject to Awards under this Plan is 20,000,000 shares of Common Stock.”

Intrexon Corp – INTREXON CORPORATION AMENDED AND RESTATED 2013 OMNIBUS INCENTIVE PLAN, AS AMENDED Restricted Stock Unit Agreement (April 5th, 2018)

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of March 31, 2018, between Intrexon Corporation, a Virginia corporation (the “Company”), and Randal J. Kirk (the “Participant”), is made pursuant and subject to the provisions of the Company’s Amended and Restated 2013 Omnibus Incentive Plan, as amended (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Intrexon Corp – SECOND AMENDMENT TO EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (March 1st, 2018)

This SECOND AMENDMENT TO EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (the “Amendment”) is effective as of November 8, 2017 (the “Second Amendment Effective Date”) by and between INTREXON CORPORATION, a Virginia corporation with offices at 20374 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”) and ORAGENICS, INC., a Florida corporation having its principal place of business at 4902 Eisenhower Boulevard, Suite 125, Tampa, FL 33634, U.S.A. (“Oragenics”). Intrexon on the one hand and Oragenics on the other hand may be referred to herein individually as a “Party”, and collectively as the “Parties.”

Intrexon Corp – AMENDED AND RESTATED 2013 OMNIBUS INCENTIVE PLAN, AS AMENDED (March 1st, 2018)

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of _____ ___, 20___, between Intrexon Corporation, a Virginia corporation (the “Company”), and _________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s Amended and Restated 2013 Omnibus Incentive Plan, as amended (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Intrexon Corp – AMENDED AND RESTATED 2013 OMNIBUS INCENTIVE PLAN, AS AMENDED (March 1st, 2018)

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of _____ ___, 20___, between Intrexon Corporation, a Virginia corporation (the “Company”), and _________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s Amended and Restated 2013 Omnibus Incentive Plan, as amended (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Intrexon Corp – FIRST AMENDMENT TO EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (March 1st, 2018)

THIS FIRST AMENDMENT (the “Amendment”) is entered into as of this 21stday of July, 2016 and serves to amend the Exclusive Channel Collaboration Agreement entered into by and between Intrexon Corporation (“Intrexon”) and Oragenics, Inc. (“Oragenics”) on June 5, 2012 (the “Agreement”). All capitalized terms not defined herein shall have the meaning set forth in the Agreement.

Intrexon Corp – INTREXON CORPORATION 6,000,000 Shares of Common Stock Underwriting Agreement (January 19th, 2018)
Intrexon Corp – THIRD AMENDMENT TO SERVICES AGREEMENT (January 2nd, 2018)

THIS THIRD AMENDMENT TO THE SERVICES AGREEMENT (this “Amendment”) is made and entered into as of the 28th day of December, 2017, by and between Third Security, LLC, a Virginia limited liability company (“THIRD SECURITY”), and Intrexon Corporation, a Virginia corporation (“INTREXON”).

Intrexon Corp – PREFERRED STOCK EQUITY FACILITY AGREEMENT (October 16th, 2017)

This PREFERRED STOCK EQUITY FACILITY AGREEMENT (the “Agreement”) is made and entered into as of the 16th day of October 2017 (the “Effective Date”) by and between Kapital Joe, LLC (the “Investor”) and Intrexon Corporation, a Virginia corporation (the “Company”).

Intrexon Corp – Amendment to the Intrexon Corporation 2013 Omnibus Incentive Plan, as Amended (June 30th, 2017)

The maximum aggregate number (the “Maximum Aggregate Number”) of shares of Common Stock which may be subject to Awards under this Plan is 18,000,000 shares of Common Stock.”

Intrexon Corp – INTREXON CORPORATION AMENDED AND RESTATED 2013 OMNIBUS INCENTIVE PLAN, AS AMENDED Restricted Stock Unit Agreement (March 31st, 2017)

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of March 31, 2017, between Intrexon Corporation, a Virginia corporation (the “Company”), and Randal J. Kirk (the “Participant”), is made pursuant and subject to the provisions of the Company’s Amended and Restated 2013 Omnibus Incentive Plan, as amended (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Intrexon Corp – EXCLUSIVE CHANNEL PARTNER AGREEMENT (March 1st, 2017)

THIS EXCLUSIVE CHANNEL PARTNER AGREEMENT (the “Agreement”) is made and entered into effective as of January 6, 2011 (the “Effective Date”) by and between INTREXON CORPORATION, a Virginia corporation with offices at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”), and ZIOPHARM ONCOLOGY, INC., a Delaware corporation having its principal place of business at 1180 Avenue of the Americas, 19th Floor, New York, NY 10036 (“ZIOPHARM”). Intrexon and ZIOPHARM may be referred to herein individually as a “Party”, and collectively as the “Parties.”

Intrexon Corp – INTREXON CORPORATION AMENDED AND RESTATED 2013 OMNIBUS INCENTIVE PLAN, AS AMENDED Restricted Stock Unit Agreement (December 30th, 2016)

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the December 30, 2016, between Intrexon Corporation, a Virginia corporation (the “Company”), and Randal J. Kirk (the “Participant”), is made pursuant and subject to the provisions of the Company’s Amended and Restated 2013 Omnibus Incentive Plan, as amended (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Intrexon Corp – SECOND AMENDMENT TO SERVICES AGREEMENT (December 30th, 2016)

THIS SECOND AMENDMENT TO THE SERVICES AGREEMENT (this “Amendment”) is made and entered into as of the 30th day of December, 2016, by and between Third Security, LLC, a Virginia limited liability company (“THIRD SECURITY”), and Intrexon Corporation, a Virginia corporation (“INTREXON”).

Intrexon Corp – FIRST AMENDMENT TO SERVICES AGREEMENT (November 3rd, 2016)

THIS FIRST AMENDMENT TO THE SERVICES AGREEMENT (this “Amendment”) is made and entered into as of the 31st day of October, 2016, by and between Third Security, LLC, a Virginia limited liability company (“THIRD SECURITY”), and Intrexon Corporation, a Virginia corporation (“INTREXON”).

Intrexon Corp – INTREXON CORPORATION AMENDED AND RESTATED 2013 OMNIBUS INCENTIVE PLAN, AS AMENDED Restricted Stock Unit Agreement (November 3rd, 2016)

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the November 1, 2016, between Intrexon Corporation, a Virginia corporation (the “Company”), and Randal J. Kirk (the “Participant”), is made pursuant and subject to the provisions of the Company’s Amended and Restated 2013 Omnibus Incentive Plan, as amended (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Intrexon Corp – THIRD AMENDMENT TO EXCLUSIVE CHANNEL PARTNER AGREEMENT (June 30th, 2016)

This THIRD AMENDMENT TO THE EXCLUSIVE CHANNEL PARTNER AGREEMENT (the “Third Amendment”) is effective as of June 29, 2016 (the “Third Amendment Effective Date”) by and between INTREXON CORPORATION, a Virginia corporation with offices at 20374 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”) and ZIOPHARM ONCOLOGY, INC., a Delaware corporation having its principal place of business at 1180 Avenue of the Americas, 19th Floor, New York, NY 10036 (“ZIOPHARM”). Intrexon and ZIOPHARM may be referred to herein individually as a “Party” and collectively as the “Parties.”

Intrexon Corp – SECURITIES ISSUANCE AGREEMENT (June 30th, 2016)

THIS SECURITIES ISSUANCE AGREEMENT (the “Agreement”), dated as of June 29, 2016, by and among ZIOPHARM Oncology, Inc., a Delaware corporation (the “Issuer”), and Intrexon Corporation, a Virginia corporation (“Intrexon”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.5. Intrexon and the Issuer may be referred to herein individually as a “Party” and collectively as the “Parties.”

Intrexon Corp – AMENDMENT TO EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (June 30th, 2016)

This AMENDMENT TO THE EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (the “Amendment”) is effective as of June 29, 2016 (the “Amendment Effective Date”) by and between INTREXON CORPORATION, a Virginia corporation with offices at 20374 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”) and ZIOPHARM ONCOLOGY, INC., a Delaware corporation having its principal place of business at 1180 Avenue of the Americas, 19th Floor, New York, NY 10036 (“ZIOPHARM”). Intrexon and ZIOPHARM may be referred to herein individually as a “Party” and collectively as the “Parties.”

Intrexon Corp – Amendment to the Amended and Restated Intrexon Corporation 2013 Omnibus Incentive Plan, as amended (June 13th, 2016)

The first paragraph of Section 6.02 of the Amended and Restated Intrexon Corporation 2013 Omnibus Incentive Plan, as amended, is amended to read as follows:

Intrexon Corp – AMENDED AND RESTATED BYLAWS OF INTREXON CORPORATION MARCH 10, 2016 (March 14th, 2016)
Intrexon Corp – INTREXON CORPORATION Shares of Common Stock (no par value per share) Controlled Equity OfferingSM Sales Agreement (November 12th, 2015)
Intrexon Corp – SERVICES AGREEMENT (November 3rd, 2015)

THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of November, 2015, by and between Third Security, LLC, a Virginia limited liability company (“THIRD SECURITY”), and Intrexon Corporation, a Virginia corporation (“INTREXON”).