INTREXON CORP (Form: 8-K/A, Received: 04/04/2014 16:28:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1

TO CURRENT REPORT

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 4, 2014 (March 26, 2014)

INTREXON CORPORATION

(Exact Name of Registrant as Specified in Charter)

Virginia

001-36042

26-0084895

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

222 Lakeview Avenue, Suite 1400, West Palm Beach, Florida 33401

(Address of Principal Executive Offices) (Zip Code)

(561) 410-7000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On March 27, 2014, Intrexon Corporation (“Intrexon”) filed a Current Report on Form 8-K to disclose Intrexon’s entry (i) into a worldwide Exclusive Channel Collaboration Agreement (the “ECC”) with Intrexon Energy Partners, LLC (“IEP”), a joint venture between Intrexon and certain investors (the “Investors”), including an affiliate (the “Affiliate Investor”) of Randal J. Kirk, the Chairman and Chief Executive Officer of Intrexon, (ii) into an Amended and Restated Limited Liability Agreement with IEP and the Investors and (iii) into common stock purchase agreements with the Investors.

Intrexon is filing this Current Report on 8-K/A to file under Item 9.01 the ECC, the Amended and Restated Limited Liability Agreement of IEP and the Common Stock Purchase Agreement between Intrexon and the Affiliate Investor. Except for the filing of the exhibits under Item 9.01, the Current Report on Form 8-K filed on March 27, 2014 is not being amended or updated in any manner.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

See the Exhibit Index immediately following the signature page hereto, which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 4, 2014


INTREXON CORPORATION

By:		/s/ Donald P. Lehr
		Donald P. Lehr
		Chief Legal Officer

EXHIBIT INDEX


Exhibit Number		Description

10.1*		Exclusive Channel Collaboration Agreement, dated as of March 26, 2014, by and between Intrexon Corporation and Intrexon Energy Partners, LLC.

10.2*		Amended and Restated Limited Liability Company Agreement of Intrexon Energy Partners, LLC, dated as of March 26, 2014, by and among Intrexon Corporation and the parties thereto.

99.1		Common Stock Purchase Agreement, dated as of March 26, 2014, by and between Intrexon Corporation and NRM VII Holdings I, LLC.

99.2**		Press release dated March 27, 2014.

*	Portions of this exhibit have been omitted pursuant to a request for confidential treatment and this exhibit has been submitted separately to the Securities and Exchange Commission.

**	Previously filed.

Exhibit 10.1

Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

E XCLUSIVE C HANNEL C OLLABORATION A GREEMENT

T HIS E XCLUSIVE C HANNEL C OLLABORATION A GREEMENT (the “ Agreement ”) is made and entered into effective as of March 26, 2014 (the “ Effective Date ”) by and between I NTREXON C ORPORATION , a Virginia corporation with offices at 20374 Seneca Meadows Parkway, Germantown, MD 20876 (“ Intrexon ”), and I NTREXON E NERGY P ARTNERS , LLC , a Delaware limited liability company having a place of business at 20374 Seneca Meadows Parkway, Germantown, MD 20876 (“ NewCo ”). Intrexon and NewCo may be referred to herein individually as a “ Party ”, and collectively as the “ Parties .”

R ECITALS

W HEREAS , Intrexon has expertise in and owns or controls proprietary technology relating to the identification, design and production of genetically modified cells and DNA vectors, and the control of peptide expression; and

W HEREAS , NewCo now desires to become Intrexon’s exclusive channel collaborator with respect to such technology for the purpose of developing Collaboration Products (as defined herein), and Intrexon is willing to appoint NewCo as a channel collaborator in the Field (as defined herein, and subject to amendments to the definition as permitted herein) under the terms and conditions of this Agreement.

N OW T HEREFORE , in consideration of the foregoing and the covenants and promises contained herein, the Parties agree as follows:

ARTICLE 1

D EFINITIONS

As used in this Agreement, the following capitalized terms shall have the following meanings:

1.1 “ Affiliate ” means, with respect to a particular Party, any other person or entity that directly or indirectly controls, is controlled by, or is in common control with such Party. As used in this Section 1.1, the term “controls” (with correlative meanings for the terms “controlled by” and “under common control with”) means the ownership, directly or indirectly, of fifty percent (50%) or more of the voting securities or other ownership interest of an entity, or the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through the ownership of voting securities, by contract, or otherwise. Notwithstanding the foregoing, Third Security shall be deemed not to be an Affiliate of Intrexon or NewCo, and neither Party shall be deemed to be an Affiliate of the other Party. In addition, any other person, corporation, partnership, or other entity that would be an Affiliate of Intrexon or NewCo solely because it and Intrexon are under common control by Randal J. Kirk or by investment funds managed by Third Security or an affiliate of Third Security shall also be deemed not to be an Affiliate of Intrexon or NewCo.

1.2 “ Applicable Laws ” has the meaning set forth in Section 8.2(d)(xii).

1.3 “ Authorizations ” has the meaning set forth in Section 8.2(d)(xii).

1.4 “ Biofuels Program ” means the channel collaboration between the Parties as established and governed by this Agreement.

1.5 “ Biomass ” means the biodegradable fraction of Target Products, including residues from the bioconversion processes in the Biofuels Program.

1.6 “ Channel-Related Program IP ” has the meaning set forth in Section 6.1(c).

1.7 “ Claims ” has the meaning set forth in Section 9.1.

1.8 “Collaboration Products” means any product in the Field that is created, produced, developed, or identified in whole or in part, directly or indirectly, by or on behalf of NewCo during the Term through use or practice of Intrexon Channel Technology, Intrexon IP, or the Intrexon Materials.

1.9 “ Committees ” has the meaning set forth in Section 2.2(a).

1.10 “ Commercialize ” or “ Commercialization ” means any activities directed to marketing, promoting, distributing, importing for sale, offering to sell and/or selling Collaboration Products.

1.11 “ Commercial Sale ” means for a given product and country the sale for value of that product by a Party (or, as the case may be, by an Affiliate or permitted sublicensee of a Party), to a Third Party after regulatory approval (if necessary) has been obtained for such product in such country.

1.12 “Complementary In-Licensed Third Party IP ” has the meaning set forth in Section 3.8(a).

1.13 “ Confidential Information ” means each Party’s confidential Information, disclosed pursuant to this Agreement or any other confidentiality agreement between the Parties, regardless of whether in oral, written, graphic or electronic form.

1.14 “ Control ” means, with respect to Information, a Patent or other intellectual property right, that a Party owns or has a license from a Third Party to such right and has the ability to grant a license or sublicense as provided for in this Agreement under such right without violating the terms of any agreement or other arrangement with any Third Party.

1.15 “ Diligent Efforts ” means, with respect to a Party’s obligation under this Agreement, the level of efforts and resources reasonably required to diligently develop, manufacture, and/or Commercialize (as applicable) each Collaboration Product in a sustained manner, consistent with the efforts and resources a similarly situated company working in the Field would typically devote to a product of similar market potential, profit potential, strategic value and/or proprietary protection, based on market conditions then prevailing. With respect to a particular task or obligation, Diligent Efforts requires that the applicable Party promptly assign responsibility for such task and consistently make and implement decisions and allocate resources designed to advance progress with respect to such task or obligation.

1.16 “ EPA ” has the meaning set forth in Section 8.2(d)(xii).

1.17 “ Excess Product Liability Costs ” has the meaning set forth in Section 9.3.

1.18 “ Executive Officer ” means : (a) the Chief Executive Officer of the applicable Party, or (b) another senior executive officer of such Party who has been duly appointed by the Chief Executive Officer to act as the representative of the Party to resolve, as the case may be, (i) a Committee dispute, provided that such appointed officer is not a member of the applicable Committee and occupies a position senior to the positions occupied by the applicable Party’s members of the applicable Committee, or (ii) a dispute described in Section 11.1.

1.19 “FDA” has the meaning set forth in Section 8.2(d)(xii).

1.20 “ Field ” means (i) the research and development of technology used in the microbial conversion of natural gas to Target Products, (ii) the building and development of platform(s) for such bioconversion processes, (iii) the proving of such platform(s), (iv) the Commercialization of such platform(s) and (v) the further leveraging of such platform(s) for the production of Target Products. For clarity, the Field does not include the sale of Biomass or other ancillary derivatives of any process developed through the implementation of bioconversion processes.

1.21 “ Field Infringement ” has the meaning set forth in Section 6.3(b).

1.22 “ Fully Loaded Cost ” means the direct cost of the applicable good, product or service plus indirect charges and overheads reasonably allocable to the provision of such good, product or service in accordance with US GAAP. Subject to the approval of a project and its associated budget by the JSC and the terms of Section 4.5, Intrexon will bill for its internal direct costs incurred through the use of annualized standard full-time equivalents; such rate shall be based upon the actual fully loaded costs of those personnel directly involved in the provision of such good, product or service. Intrexon may, from time to time, adjust such full-time equivalent rate based on changes to its actual fully loaded costs and will review the accuracy of its full-time equivalent rate at least quarterly. Intrexon shall provide NewCo with reasonable documentation indicating the basis for any direct and indirect charges, any allocable overhead, and any such adjustment in full-time equivalent rate.

1.23 “ In-Licensed Program IP ” has the meaning set forth in Section 3.8(a).

1.24 “ Information ” means information, results and data of any type whatsoever, in any tangible or intangible form whatsoever, including without limitation, databases, inventions, practices, methods, techniques, specifications, formulations, formulae, knowledge, know-how, skill, experience, test data including pharmacological, biological, chemical, biochemical, toxicological and regulatory test data, analytical and quality control data, stability data, studies and procedures, and patent and other legal information or descriptions.

1.25 “ Infringement ” has the meaning set forth in Section 6.3(a).

1.26 “ Intrexon Channel Technology ” means Intrexon’s current and future technology directed towards the design, identification, culturing, and/or production of genetically modified cells, including without limitation the technology embodied in the Intrexon Materials and the Intrexon IP, and specifically including without limitation the following of Intrexon’s platform areas and capabilities: (1) UltraVector ^® , (2) LEAP ^TM , (3) DNA and RNA MOD engineering, (4) protein engineering, (5) transcription control chemistry, (6) genome engineering, and (7) cell system engineering.

1.27 “ Intrexon Indemnitees ” has the meaning set forth in Section 9.2.

1.28 “ Intrexon IP ” means the Intrexon Patents and Intrexon Know-How.

1.29 “ Intrexon Know-How ” means all Information (other than Intrexon Patents) that (a) is Controlled by Intrexon as of the Effective Date or during the Term and (b) is reasonably required or useful for NewCo to conduct the Biofuels Program. For the avoidance of doubt, the Intrexon Know-How shall include any Information (other than Intrexon Patents) in the Channel-Related Program IP.

1.30 “ Intrexon Materials ” means the nucleotides and amino acids associated with their corresponding genetic code and gene constructs, in each case that are Controlled by Intrexon (used alone or in combination and such other proprietary reagents) and biological materials including but not limited to plasmid vectors, bacteria, growth media, virus stocks, cells and cell lines, antibodies, and ligand-related chemistry, in each case that are reasonably required or provided to NewCo by or on behalf of Intrexon to conduct the Biofuels Program.

1.31 “ Intrexon Patents ” means all Patents that (a) are Controlled by Intrexon as of the Effective Date or during the Term; and (b) are reasonably required or useful for NewCo to conduct the Biofuels Program. For the avoidance of doubt, the Intrexon Patents shall include any Patent in the Channel-Related Program IP.

1.32 “ Intrexon Trademarks ” means those trademarks related to the Intrexon Channel Technology that are established from time to time by Intrexon for use across its channel partnerships or collaborations.

1.33 “ Inventions ” has the meaning set forth in Section 6.1(b).

1.34 “ IPC ” has the meaning set forth in Section 2.2(b).

1.35 “ JSC ” has the meaning set forth in Section 2.2(b).

1.36 “ Losses ” has the meaning set forth in Section 9.1.

1.37 “ Lubricant Base Oils ” means Group I, Group II and Group III lubricant base oils as designated as of the date hereof by the American Petroleum Institute.

1.38 “ NewCo Indemnitees ” has the meaning set forth in Section 9.1.

1.39 “ NewCo Program Patent ” has the meaning set forth in Section 6.2(b).

1.40 “ NewCo Termination IP ” means all Patents or other intellectual property that NewCo or any of its Affiliates Controls as of the Effective Date or during the Term that cover, or is otherwise necessary or useful for, the development, manufacture or Commercialization of a Reverted Product or necessary or useful for Intrexon to operate in the Field.

1.41 “ Patents ” means (a) all patents and patent applications (including provisional applications), (b) any substitutions, divisions, continuations, continuations-in-part, reissues, renewals, registrations, requests for continued examination, confirmations, re-examinations, extensions, supplementary protection certificates and the like of the foregoing, and (c) any foreign or international equivalents of any of the foregoing.

1.42 “ Product-Specific Program Patent ” means any issued Intrexon Patent where all the claims are directed to Inventions that relate solely and specifically to Collaboration Products. In the event of a disagreement between the Parties as to whether a particular Intrexon Patent is or is not a Product-Specific Program Patent, the Parties shall seek to resolve the issue through discussions at the IPC, provided that if the Parties are unable to resolve the disagreement, the issue shall be submitted to arbitration pursuant to Section 11.2. Any Intrexon Patent that is subject to such a dispute shall be deemed not to be a Product-Specific Program Patent unless and until (a) Intrexon agrees in writing that such Patent is a Product-Specific Program Patent or (b) an arbitrator or arbitration panel determines, pursuant to Article 11, that such Intrexon Patent is a Product-Specific Program Patent.

1.43 “ Product Sublicense ” has the meaning set forth in Section 3.2(c).

1.44 “ Product Sublicensee ” has the meaning set forth in Section 3.2(c).

1.45 “ Proposed Terms ” has the meaning set forth in Section 11.2.

1.46 “ Prosecuting Party ” has the meaning set forth in Section 6.2(c).

1.47 “ Recovery ” has the meaning set forth in Section 6.3(f).

1.48 “ Retained Product ” has the meaning set forth in Section 10.4(a).

1.49 “ Reverted Product ” has the meaning set forth in Section 10.4(c).

1.50 “ SEC ” means the United States Securities and Exchange Commission.

1.51 “ Superior Product ” means a product produced in the Field that, based on the data then available, (a) demonstrably appears to offer either superior yield, safety or significantly lower cost of production, as compared with both (i) those products that are marketed (either by NewCo or others) at such time for similar commercial use and (ii) those products that are being actively developed by NewCo for such purpose; (b) demonstrably appears to represent a substantial improvement over such existing products; and (c) has intellectual property protection and a regulatory approval pathway that, in each case, would not present a significant barrier to commercial development.

1.52 “ Supplemental In-Licensed Third Party IP ” has the meaning set forth in Section 3.8(a).

1.53 “ Support Memorandum ” has the meaning set forth in Section 11.2.

1.54 “ Target Products ” means the following classes of liquid fuels and lubricants, as well as components of such fuels and lubricants that represent at least 5% by weight of such fuels and lubricant: motor gasoline; aviation turbine fuel for both commercial and military specifications; on and off-road diesel fuel; and Lubricant Base Oils.

1.55 “ Technology Access Fee ” for the purposes of this Agreement has the meaning as set forth in Section 5.1.

1.56 “ Term ” has the meaning set forth in Section 10.1.

1.57 “ Territory ” means the world.

1.58 “Third Party ” means any individual or entity other than the Parties or their respective Affiliates.

1.59 “ Third Security ” means Third Security, LLC, a Virginia limited liability company.

1.60 “ US GAAP ” means generally accepted accounting principles in the United States.

ARTICLE 2

S COPE OF C HANNEL C OLLABORATION ; M ANAGEMENT

2.1 Scope.

(a) Generally . The general purpose of the Biofuels Program described in this Agreement will be to use the Intrexon Channel Technology to research, develop and Commercialize Collaboration Products. As provided below, the JSC shall establish, monitor, and govern projects for Collaboration Products. Either Party may propose other potential projects in the Field for review and consideration by the JSC.

2.2 Committees .

(a) Generally . The Parties desire to establish several committees (collectively, “ Committees ”) to oversee the Biofuels Program and to facilitate communications between the Parties with respect thereto. Each of such Committees shall have the responsibilities and authority allocated to it in this Article 2. Each of the Committees shall have the obligation to exercise its authority consistent with the respective purpose for such Committee as stated herein and any such decisions shall be made in good faith.

(b) Formation and Purpose . Promptly following the Effective Date, the Parties shall confer and then create the JSC and the IPC. Each Committee shall have the purpose indicated in the chart.


Committee		Purpose
Joint Steering Committee (“ JSC ”)		Establish projects for the Biofuels Program and establish the priorities, as well as establish and approve budgets for such projects. Approve all subcommittee projects and plans. The JSC shall establish budgets not less than on a quarterly basis.

Intellectual Property Committee (“ IPC ”)		Evaluate intellectual property issues in connection with the Biofuels Program; review and approve itemized budgets with respect to the foregoing.

2.3 General Committee Membership and Procedure .

(a) Membership . For each Committee, each Party shall designate an equal number of representatives (not to exceed three (3) for each Party) with appropriate expertise to serve as members of such Committee. For the JSC the representatives must all be employees of such Party or an Affiliate of such Party, and for Committees other than the JSC the representatives must all be employees of such Party or an Affiliate of such Party with the caveat that each Party may designate for each such other Committee up to one (1) representative who is not an employee if: (i) such non-employee representative agrees in writing to be bound to the terms of this Agreement for the treatment and ownership of Confidential Information and Inventions of the Parties, and (ii) the other Party consents to the designation of such non-employee representative, which consent shall not be unreasonably withheld. Each representative as qualified above may serve on more than one (1) Committee as appropriate in view of the individual’s expertise. Each Party may replace its Committee representatives at any time upon written notice to the other Party. Each Committee shall have a chairperson; the chairperson of each committee shall serve for a two-year term and the right to designate which representative to the Committee will act as chairperson shall alternate between the Parties, with NewCo selecting the chairperson first for the JSC, and Intrexon selecting the chairperson first for the IPC. The chairperson of each Committee shall be responsible for calling meetings, preparing and circulating an agenda in advance of each meeting of such Committee, and preparing and issuing minutes of each meeting within fifteen (15) days thereafter.

(b) Meetings . Each Committee shall hold meetings at such times as it elects to do so, but in no event shall such meetings be held less frequently than once every six (6) months, with the caveat that both Parties may agree to suspend activities of a given Committee other than the JSC until such time as one Party informs the other Party of its then desire to reactivate the so-suspended Committee, at which point the Parties will thereafter schedule and hold the next meeting for the reactivated Committee within one (1) month. Meetings of any Committee may be held in person or by means of telecommunication (telephone, video, or web conferences). To the extent that a Committee holds any meetings in person, the Parties will alternate in designating the location for such in-person meetings, with NewCo selecting the first meeting location for each Committee. A reasonable number of additional representatives of a Party may attend meetings of a Committee in a non-voting capacity. Each Party shall be responsible for all of its own expenses of participating in any Committee excepting that an Intrexon employee or agent serving on a Committee shall not prevent Intrexon from recouping the Fully Loaded Costs otherwise derived from the labor of that employee or agent in the course of providing support services as set forth in Section 4.5 below.

(c) Meeting Agendas . Each Party will disclose to the other proposed agenda items along with appropriate information at least three (3) business days in advance of each meeting of the applicable Committee; provided, that a Party may provide its agenda items to the other Party within a lesser period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as such other Party consents to such later addition of such agenda items or the absence of a specific agenda for such Committee meeting.

(d) Limitations of Committee Powers . Each Committee shall have only such powers as are specifically delegated to it hereunder or from time to time as agreed to in writing by the mutual consent of the Parties and shall not be a substitute for the rights of the Parties. Without limiting the generality of the foregoing, no Committee shall have any power to amend this Agreement. Any amendment to the terms and conditions of this Agreement shall be implemented pursuant to Section 12.7 below. Additionally, no member of any Committee shall be able to vote in such Committee and thereby bind its respective Party on any material matter accept as otherwise properly authorized, approved, or delegated by such Party in accord with Section 2.5.

2.4 Committee Decision-Making . If a Committee is unable to reach unanimous consent on a particular matter within thirty (30) days of its initial consideration of such matter, then either Party may provide written notice of such dispute to the Executive Officer of the other Party. The Executive Officers of each of the Parties will meet at least once in person or by means of telecommunication (telephone, video, or web conferences) to discuss the dispute and use their good faith efforts to resolve the dispute within thirty (30) days after submission of such dispute to the Executive Officers. If any such dispute is not resolved by the Executive Officers within thirty (30) days after submission of such dispute to such Executive Officers, then the Executive Officer of the Party specified in the applicable subsection below shall have the authority to finally resolve such dispute acting in good faith.

(a) Casting Vote at JSC . If a dispute at the JSC is not resolved pursuant to Section 2.4 above, then the Executive Officer of NewCo shall have the authority to finally resolve such dispute.

(b) Casting Vote at IPC . If a dispute at the IPC is not resolved pursuant to Section 2.4 above, then the Executive Officer of Intrexon shall have the authority to finally resolve such dispute, provided that such authority shall be shared by the Parties with respect to Product-Specific Program Patents (i.e., neither Party shall have the casting vote on such matters, and any such disputes shall be resolved pursuant to Article 11).

(c) Other Committees . If any additional Committee or subcommittee other than those set forth in Section 2.2(b) is formed, then the Parties shall, at the time of such formation, agree on which Party shall have the authority to finally resolve a dispute that is not resolved pursuant to Section 2.4 above.

(d) Restrictions . Neither Party shall exercise its right to finally resolve a dispute at a Committee in accordance with this Section 2.4 in a manner that (i) excuses such Party from any of its obligations specifically enumerated under this Agreement; (ii) expands the obligations of the other Party under this Agreement; (iii) negates any consent rights or other rights specifically allocated to the other Party under this Agreement; (iv) purports to resolve any dispute involving the breach or alleged breach of this Agreement; (v) resolves a matter if the provisions of this Agreement specify that mutual agreement is required for such matter; or (vi) would require the other Party to perform any act that is inconsistent with applicable law.

2.5 Authorization of Committee Representatives. Each representative serving on a Committee shall be responsible for ensuring that he or she acts only as duly authorized by its respective Party and obtains any advance approvals, delegations, or other authorizations from his or her respective Party in advance of making any Committee votes. Any Committee representative shall only be able to bind its respective appointing Party via any Committee vote or other material Committee activity to the extent such vote or other activity has been previously approved by the Party, is within the authority duly delegated to the representative by the respective Party, or is otherwise authorized by its respective Party as may be required by that Party’s corporate charter or bylaws, or by its board of directors. Any action or vote taken without valid authority shall be considered null and void and shall be without effect unless subsequently approved by a vote in accord with this Section 2.5.

ARTICLE 3

L ICENSE G RANTS

3.1 Licenses to NewCo .

(a) Subject to the terms and conditions of this Agreement, Intrexon hereby grants to NewCo a license under the Intrexon IP to research, develop, use, make, have made, import, export, sell, and offer for sale Collaboration Products in the Field in the Territory. Such license shall be exclusive (even as to Intrexon) with respect to any development, selling, offering for sale or other Commercialization of Collaboration Products in the Field, and shall be otherwise non-exclusive.

(b) Subject to the terms and conditions of this Agreement, prior to marketing any Collaboration Product, NewCo and Intrexon will separately negotiate a non-exclusive license to use and display Intrexon Trademarks, solely in connection with the Commercialization of Collaboration Productions in the promotional materials, packaging and labeling. NewCo covenants that it shall not use any trademark confusingly similar to any Intrexon Trademarks in connection with any products (including any Collaboration Product).

3.2 Sublicensing . Except as provided in this Section 3.2, NewCo shall not sublicense the rights granted under Section 3.1 to any Third Party, or transfer the Intrexon Materials to any Third Party, or otherwise grant any Third Party the right to research, develop, use, or Commercialize Collaboration Products, in each case except with Intrexon’s written consent, which written consent may be withheld in Intrexon’s sole discretion. Notwithstanding the foregoing, NewCo shall have a limited right to sublicense under the circumstances described in Section 3.2(a).

(a) NewCo may, with Intrexon’s written consent, which consent shall not be unreasonably withheld, sublicense the rights granted under Section 3.1 to an Affiliate, or transfer the Intrexon Materials to an Affiliate. In the event that Intrexon consents to any such grant or transfer to an Affiliate, NewCo shall remain responsible for, and be guarantor of, the performance by any such Affiliate and shall cause such Affiliate to comply with the provisions of this Agreement in connection with such performance (as though such Affiliate were NewCo), including any payment obligations owed to Intrexon hereunder.

3.3 Limitation on Sublicensees . None of the enforcement rights under the Intrexon Patents that are granted to NewCo pursuant to Section 6.3 shall be transferred to, or exercised by, a sublicensee except with Intrexon’s prior written consent, which may be withheld in Intrexon’s sole discretion.

3.4 No Non-Permitted Use . NewCo hereby covenants that it shall not, nor shall it permit any Affiliate or, if applicable, (sub)licensee, to use or practice, directly or indirectly, any Intrexon IP, Intrexon Channel Technology, or Intrexon Materials for any purposes other than those expressly permitted by this Agreement.

3.5 Exclusivity . Neither Intrexon nor its Affiliates shall make the Intrexon Channel Technology or Intrexon Materials available to any Third Party for the purpose of developing or Commercializing products in the Field (except as set forth in Section 3.2), and neither Intrexon nor any Affiliate shall pursue (either by itself or with a Third Party or Affiliate) the research, development or Commercialization of any product for purpose of commercial use or sale in the Field, outside of the Biofuels Program. Further, neither NewCo nor its Affiliates shall pursue (either by itself or with a Third Party or Affiliate) outside of the Biofuels Program the research, development or Commercialization of any product for purpose of commercial use or sale in the Field where such products would compete with Collaboration Products.

3.6 No Prohibition on Intrexon . Except as explicitly set forth in Sections 3.1 and 3.5, nothing in this Agreement shall prevent Intrexon from practicing or using the Intrexon Materials, Intrexon Channel Technology, and Intrexon IP for any purpose, and to grant to Third Parties the right to do the same. Without limiting the generality of the foregoing, NewCo acknowledges that Intrexon has all rights, in Intrexon’s sole discretion, to make the Intrexon Materials, Intrexon Channel Technology (including any genetic materials used in an Collaboration Product), and Intrexon IP available to Third Party channel partners or collaborators for use in fields outside the Field.

3.7 Rights to Regulatory Data . NewCo shall own and control all regulatory data and regulatory filings relating to Commercialization of Collaboration Products (except to the extent such become Reverted Products). NewCo shall provide (or shall cause an applicable Product Sublicensee to provide) to Intrexon at Intrexon’s written request full copies of all regulatory data and reports, regulatory filings, and communications from regulatory authorities that relate specifically and solely to Collaboration Products. To the extent that there exist any regulatory data and reports, regulatory filings, and communications from regulatory authorities owned by NewCo (or a Product Sublicensee) that relate both to Collaboration Products and other products produced by NewCo (or a Product Sublicensee) outside the Field, upon Intrexon’s written request NewCo shall provide (or shall cause an applicable Product Sublicensee to provide) to Intrexon copies of the portions of such data, reports, filings, and communications that

relate to Collaboration Products. Subject to its ongoing obligations of exclusivity under Section 3.5, Intrexon shall be permitted, directly or in conjunction with or through partners or other channel collaborators, to reference this data, reports, filings, and communications relating to Collaboration Products in regulatory filings made to obtain regulatory approval for products for use in fields outside the Field. Intrexon shall have the right to use any such information in developing and Commercializing products outside the Field and to license any Third Parties to do so. Notwithstanding the provisions of this Section 3.7, Intrexon shall not, outside of the Biofuels Program, utilize knowingly any NewCo data or reports in support of obtaining regulatory approval for a product for use in the Field.

3.8 Third Party Licenses .

(a) [*****] shall be responsible for obtaining, at its sole expense, (i) intellectual property licenses directed to any specific target genes, genetic transformation methodologies, manufacturing cell lines, bioconversion processes, or intermediates thereof, or processes or methods for commercially manufacturing Target Products that [*****] determines, in its own discretion, are necessary for activities under the JSC established plans and (ii) any intellectual property licenses from Third Parties that [*****] determines, in its sole discretion, are required in order to lawfully make, use, sell, offer for sale, or import Target Products, including licenses under Patents that may pertain to Target Products (collectively, “ Complementary In-Licensed Third Party IP ”). Accordingly, [*****] shall have no obligation to obtain Complementary In-Licensed Third Party IP or otherwise obtain license rights under any Complementary In-Licensed Third Party IP Controlled by any Third Party. Subject to the foregoing, [*****] may obtain, at its sole option and sole expense, any intellectual property licenses from Third Parties that [*****] determines may be desirable for the general practice of Intrexon’s platform areas and capabilities of the Intrexon Channel Technology (“ Supplemental In-Licensed Third Party IP ”). For clarity, Supplemental In-Licensed Third Party IP is not (and does not include) Complementary In-Licensed Third Party IP. Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “ In-Licensed Program IP ”.

(b) In the event that either Party desires to license from a Third Party any Information or intellectual property from a Third Party that may be materially relevant to the Target Products, such Party shall so notify the other Party, and the IPC shall discuss such and its potential applicability to the Target Products and to the Field.

(c) [*****] shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider [*****] comments thereto in good faith. To the extent that [*****] obtains a license under intellectual property of a Third Party that the IPC concludes is not Complementary In-Licensed Third Party IP but which the IPC reasonably concludes has a reasonable likelihood of being material to the Biofuels Program, [*****] shall provide the final version of the definitive license agreement for such to the IPC for review and

discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. If [*****] acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of [*****] for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by [*****] in obtaining and maintaining licenses to Supplemental In-Licensed Third Party IP shall be borne solely by [*****], and (ii) any costs incurred by [*****] in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP shall be borne solely by [*****].

(d) For any Third Party license under which NewCo or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of Collaboration Products, NewCo shall use commercially reasonable efforts to ensure that NewCo will have the ability, pursuant to Section 10.4(h), to assign such agreement to Intrexon or grant a sublicense to Intrexon thereunder (having the scope set forth in Section 10.4(h)).

(e) The licenses granted to NewCo under Section 3.1 may include sublicenses under Intrexon IP that has been licensed to Intrexon by one or more Third Parties. Any such sublicenses are subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to NewCo or shall disclose in writing to NewCo all of such terms and conditions that are applicable to NewCo. NewCo shall not be responsible for complying with any provisions of such upstream license agreements unless, and to the extent that, such provisions have been disclosed to NewCo as provided in the preceding sentence.

(f) If either Party receives notice from a Third Party concerning activities of a Party taken in conjunction with performance of obligations under this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall inform the other party thereof within five (5) business days.

3.9 Licenses to Intrexon. Subject to the terms and conditions of this Agreement, NewCo hereby grants to Intrexon a non-exclusive, worldwide, fully-paid, royalty-free license, under any applicable Patents or other intellectual property Controlled by NewCo or its Affiliates, solely to the extent necessary for Intrexon to conduct those responsibilities assigned to it under this Agreement, which license shall be sublicensable solely to Intrexon’s Affiliates or to any Intrexon subcontractors as permitted in accord with Section 4.5 in conjunction with support services (subject to JSC research plan approval).

3.10 Restrictions Relating to Intrexon Materials . NewCo and its permitted sublicensees shall use the Intrexon Materials solely for purposes of the Biofuels Program and not for any other purpose without the prior written consent of Intrexon. With respect to the Intrexon Materials comprising Intrexon’s vector assembly technology, NewCo shall not, and shall ensure that NewCo personnel and permitted sublicensees do not, except as otherwise permitted in this Agreement (a) distribute, sell, lend or otherwise transfer such Intrexon Materials to any Third Party; (b) co-mingle such Intrexon Materials with any other proprietary biological or chemical materials without Intrexon’s written consent; or (c) analyze such Intrexon Materials or in any way attempt to reverse engineer or sequence such Intrexon Materials.

ARTICLE 4

O THER R IGHTS AND O BLIGATIONS

4.1 Development and Commercialization . Subject to Section 4.5, NewCo shall be solely responsible for the development and Commercialization of Collaboration Products. NewCo shall be responsible for all costs incurred in connection with the Biofuels Program except that Intrexon shall be responsible for the following: (a) costs of basic research with respect to the Intrexon Channel Technology and Intrexon Materials ( i . e ., platform improvements) but, for clarity, excluding research described in Section 4.5 or research requested by the JSC for the development of a Collaboration Product (which research costs shall be reimbursed by NewCo); (b) [*****]; and (c) costs of filing, prosecution and maintenance of Intrexon Patents.

4.2 Information and Reporting . NewCo will keep Intrexon informed about NewCo’s efforts to develop and Commercialize Collaboration Products, including reasonable and accurate summaries of NewCo’s (and its Affiliates’ and, if applicable, (sub)licensees’) development plans (as updated), including regulatory plans, marketing plans (as updated), progress towards meeting the goals and milestones in such plans and explanations of any material deviations, significant developments in the development and/or Commercialization of the Collaboration Products, including initiation or completion of a regulatory trial, submission of a United States or international regulatory filing, receipt of a response to such United States or international regulatory filing, product safety event, receipt of regulatory approval, or commercial launch, and manufacturing costs and pricing information. As set forth in Section 3.7 above, NewCo shall also provide to Intrexon copies of all final regulatory documents and reports. Intrexon will keep NewCo informed about Intrexon’s efforts to undertake discovery-stage research for the Biofuels Program with respect to the Intrexon Channel Technology and Intrexon Materials. Unless otherwise provided herein or directed by the JSC in accord with Section 4.1 above, such disclosures by NewCo and Intrexon will be coordinated by the JSC and made in connection with JSC meetings at least once every six (6) months while Collaboration Products are being developed or Commercialized anywhere in the world, and shall be reflected in the minutes of such meetings.

4.3 Regulatory Matters . At all times after the Effective Date, NewCo shall own and maintain, at its own cost, all regulatory filings and regulatory approvals for Collaboration Products that NewCo is developing or Commercializing pursuant to this Agreement. As such, NewCo shall be responsible for reporting all adverse events related to such Collaboration Products to the appropriate regulatory authorities in the relevant countries, in accordance with

the applicable laws and regulations of such countries. To the extent that Intrexon will itself develop, or in collaboration with other third parties develop, Intrexon Materials outside of the Field, Intrexon may request that NewCo and Intrexon establish and execute a separate safety data exchange agreement, which agreement will address and govern the timely exchange of safety information generated by NewCo, Intrexon, and relevant third parties with respect to specific Intrexon Materials.

4.4 Diligence .

(a) NewCo shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Collaboration Products.

(b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify NewCo that it believes it has identified a Superior Product, and in such case Intrexon shall provide to NewCo its then-available information about such product and reasonable written support for its conclusion that the product constitutes a Superior Product. NewCo shall have the following obligations with respect to such proposed Superior Product: (i) within sixty (60) days after such notification, NewCo shall prepare and deliver to the JSC for review and approval a development plan detailing how NewCo will pursue the Superior Product (including a proposed budget); (ii) NewCo shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, NewCo shall use Diligent Efforts to pursue the development of the Superior Product under the Biofuels Program in accordance with such development plan. If NewCo fails to comply with the foregoing obligations, or if NewCo unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Product; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Product, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.4, including any dispute as to whether a proposed project constitutes a Superior Product (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11.

(c) The activities of NewCo’s Affiliates and any permitted sublicensees shall be attributed to NewCo for the purposes of evaluating NewCo’s fulfillment of the obligations set forth in this Section 4.4.

4.5 Support Services . The JSC will meet promptly following the Effective Date and establish a plan under which Intrexon will provide support services to NewCo for the research and development of Collaboration Products under the Biofuels Program, which initial plan may be amended from time to time by the JSC. NewCo will compensate Intrexon for such support services with cash payments equal to Intrexon’s Fully Loaded Cost in connection with such services. Additionally, from time to time, on an ongoing basis, NewCo shall request, or Intrexon may propose, that Intrexon perform certain additional support services with respect to

researching and developing new Collaboration Products or improving the manufacturing or processing methods for any existing Collaboration Products. To the extent that the Parties mutually agree that Intrexon should perform such additional services, the Parties shall negotiate in good faith the terms under which services would be performed, it being understood that Intrexon would be compensated for such services by cash payments equal to Intrexon’s Fully Loaded Cost in connection with such services.

4.6 Compliance with Law . Each Party shall comply, and shall ensure that its Affiliates, (sub)licensees and Third Party contractors comply, with all applicable laws, regulations, and guidelines applicable to the Biofuels Program, including without limitation those relating to the transport, storage, and handling of Intrexon Materials and Collaboration Products.

4.7 Patent Marking. Consistent with the U.S. patent laws, NewCo shall ensure that Collaboration Products appropriately identify Intrexon Patents. NewCo shall provide Intrexon with copies of any materials containing the patent markings prior to using or disseminating such materials, in order to obtain Intrexon’s approval thereof. NewCo’s use of the patent markings shall be subject to prior review and approval of the IPC. From time to time during the Term, Intrexon shall have the right to obtain from NewCo samples of Collaboration Product sold by NewCo or its Affiliates or sublicensees, or other items which reflect public uses of patent markings, for the purpose of inspecting the quality of such Collaboration Products or the accuracy of the patent markings. In the event that Intrexon inspects under this Section 4.7, Intrexon shall notify the result of such inspection to NewCo in writing thereafter.

ARTICLE 5

C OMPENSATION

5.1 Technology Access Fee . In partial consideration for NewCo’s appointment as an exclusive channel collaborator in the Field and the other rights granted to NewCo hereunder and as an access fee for commercial license rights to the Intrexon IP granted under Section 3.1, NewCo shall pay to Intrexon a one time cash payment of twenty-five million United States dollars ($25,000,000) (the “ Technology Access Fee ”). The Technology Access Fee shall be paid within three (3) business days by NewCo, and the receipt of such payment by Intrexon is a condition subsequent to the effectiveness of this Agreement.

5.2 Method of Payment . Payments due to Intrexon under this Agreement shall be paid in United States dollars by wire transfer to a bank in the United States designated in writing by Intrexon. All references to “dollars” or “$” herein shall refer to United States dollars.

5.3 Audits .

(a) Upon the written request of Intrexon, NewCo shall permit an independent certified public accounting firm of internationally recognized standing selected by Intrexon, and reasonably acceptable to NewCo, to have access to and to review, during normal business hours and upon no less than thirty (30) days prior written notice, the applicable records of NewCo and its Affiliates to verify the accuracy and timeliness of the reports and payments made by NewCo under this Agreement. Such review may cover the records for sales made in any calendar year ending not more than three (3) years prior to the date of such request. The accounting firm shall disclose to both Parties whether the royalty reports and/or know-how reports conform to the provisions of this Agreement and/or US GAAP, as applicable, and the specific details concerning any discrepancies. Such audit may not be conducted more than once in any calendar year.

(b) If such accounting firm concludes that additional amounts were owed during such period, NewCo shall pay additional amounts, with interest from the date originally due as set forth in Section 5.5, within thirty (30) days of receipt of the accounting firm’s written report. If the amount of the underpayment is greater than five percent (5%) of the total amount actually owed for the period audited, then NewCo shall in addition reimburse Intrexon for all costs related to such audit; otherwise, Intrexon shall pay all costs of the audit. In the event of overpayment, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s).

(c) Intrexon shall (i) treat all information that it receives under this Section 5.3 in accordance with the confidentiality provisions of Article 7 and (ii) cause its accounting firm to enter into an acceptable confidentiality agreement with NewCo obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, in each case except to the extent necessary for Intrexon to enforce its rights under this Agreement.

5.4 Taxes . The Parties will cooperate in good faith to obtain the benefit of any relevant tax treaties to minimize as far as reasonably possible any taxes which may be levied on any amounts payable hereunder. NewCo shall deduct or withhold from any payments any taxes that it is required by applicable law to deduct or withhold. Notwithstanding the foregoing, if Intrexon is entitled under any applicable tax treaty to a reduction of the rate of, or the elimination of, applicable withholding tax, it may deliver to NewCo or the appropriate governmental authority (with the assistance of NewCo to the extent that this is reasonably required and is expressly requested in writing) the prescribed forms necessary to reduce the applicable rate of withholding or to relieve NewCo of its obligation to withhold tax, and NewCo shall apply the reduced rate of withholding tax, or dispense with withholding tax, as the case may be, provided that NewCo has received evidence of Intrexon’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorization) at least fifteen (15) days prior to the time that the payment is due. If, in accordance with the foregoing, NewCo withholds any amount, it shall make timely payment to the proper taxing authority of the withheld amount, and send to Intrexon proof of such payment within forty-five (45) days following that latter payment.

5.5 Late Payments . Any amount owed by NewCo to Intrexon under this Agreement that is not paid within the applicable time period set forth herein shall accrue interest at the lower of (a) two percent (2%) per month, compounded, or (b) the highest rate permitted under applicable law.

ARTICLE 6

I NTELLECTUAL P ROPERTY

6.1 Ownership .

(a) Subject to the license granted under Section 3.1, all rights in the Intrexon IP shall remain with Intrexon.

(b) NewCo and/or Intrexon may solely or jointly conceive, reduce to practice or develop discoveries, inventions, processes, techniques, and other technology, whether or not patentable, in the course of performing the Biofuels Program (collectively “ Inventions ”). Each Party shall promptly provide the other Party with a detailed written description of any such Inventions that relate to the Field. Inventorship shall be determined in accordance with United States patent laws.

(c) Intrexon shall solely own all right, title and interest in all Inventions made with, using, or otherwise incorporating Intrexon Channel Technology, together with all Patent rights and other intellectual property rights therein (the “ Channel-Related Program IP ”). NewCo hereby assigns all of its right, title and interest in and to the Channel-Related Program IP to Intrexon. NewCo agrees to execute such documents and perform such other acts as Intrexon may reasonably request to obtain, perfect and enforce its rights to the Channel-Related Program IP and the assignment thereof.

(d) Notwithstanding anything to the contrary in this Agreement, any discovery, invention, process, technique, or other technology, whether or not patentable, that is conceived, reduced to practice or developed by NewCo solely or jointly through the use of the Intrexon Channel Technology, Intrexon IP, or Intrexon Materials in breach of the terms and conditions of this Agreement, together with all patent rights and other intellectual property rights therein, shall be solely owned by Intrexon and shall be included in the Channel-Related Program IP.

(e) All Information regarding Channel-Related Program IP shall be Confidential Information of Intrexon. NewCo shall be under appropriate written agreements with each of its employees, contractors, or agents working on the Biofuels Program, pursuant to which such person shall grant all rights in the Inventions to NewCo (so that NewCo may convey certain of such rights to Intrexon, as provided herein) and agree to protect all Confidential Information relating to the Biofuels Program.

6.2 Patent Prosecution .

(a) Intrexon shall have the sole right, but not the obligation, to (i) conduct and control the filing, prosecution and maintenance of the Intrexon Patents, and (ii) conduct and control the filing, prosecution, and maintenance of any applications for patent term extension

and/or supplementary protection certificates that may be available as a result of the regulatory approval of any Collaboration Product. Notwithstanding the foregoing, NewCo may request that Intrexon pursue a patent for a Collaboration Product, and, if Intrexon declines to do so, then the issue shall be referred to and resolved by the IPC. At the reasonable request of Intrexon, NewCo shall cooperate with Intrexon in connection with such filing, prosecution, and maintenance, at Intrexon’s expense. Under no circumstances shall NewCo (i) file, attempt to file, or assist anyone else in filing, or attempting to file, any Patent application, either in the United States or elsewhere, that claims or uses or purports to claim or use or relies for support upon an Invention owned by Intrexon, (ii) use, attempt to use, or assist anyone else in using or attempting to use, the Intrexon Know-How, Intrexon Materials, or any Confidential Information of Intrexon to support the filing of a Patent application, either in the United States or elsewhere, that contains claims directed to the Intrexon IP, Intrexon Materials, or the Intrexon Channel Technology, or (iii) without prior approval of the IPC, file, attempt to file, or assist anyone else in filing, or attempting to file, any application for patent term extension or supplementary protection certificate, either in the United States or elsewhere, that relies upon the regulatory approval of an Collaboration Product.

(b) NewCo shall have the sole right, but not the obligation, to conduct and control the filing, prosecution and maintenance of any Patents claiming Inventions that are owned by NewCo or its Affiliates and not assigned to Intrexon under Section 6.1(c) (“ NewCo Program Patents ”). At the reasonable request of NewCo, Intrexon shall cooperate with NewCo in connection with such filing, prosecution, and maintenance, at NewCo’s expense.

(c) As used in this Section, “ Prosecuting Party ” means Intrexon in the case of Intrexon Patents and NewCo in the case of NewCo Program Patents. The Prosecuting Party shall be entitled to use patent counsel selected by it and reasonably acceptable to the non-Prosecuting Party (including in-house patent counsel as well as outside patent counsel) for the prosecution of the Intrexon Patents and NewCo Program Patents, as applicable. The Prosecuting Party shall:

(i) regularly provide the other Party in advance with reasonable information relating to the Prosecuting Party’s prosecution of Patents hereunder, including by providing copies of substantive communications, notices and actions submitted to or received from the relevant patent authorities and copies of drafts of filings and correspondence that the Prosecuting Party proposes to submit to such patent authorities (it being understood that, to the extent that any such information is readily accessible to the public, the Prosecuting Party may, in lieu of directly providing copies of such information to such other Party, provide such other Party with sufficient information that will permit such other Party to access such information itself directly);

(ii) consider in good faith and consult with the non-Prosecuting Party regarding its timely comments with respect to the same; provided, however, that if, within fifteen (15) days after providing any documents to the non-Prosecuting Party for comment, the Prosecuting Party does not receive any written communication from the non-Prosecuting Party indicating that it has or may have comments on such document, the Prosecuting Party shall be entitled to assume that the non-Prosecuting Party has no comments thereon;

(iii) consult with the non-Prosecuting Party before taking any action that would reasonably be expected to have a material adverse impact on the scope of claims within the Intrexon Patents and NewCo Program Patents, as applicable.

6.3 Infringement of Patents by Third Parties .

(a) Except as expressly provided in the remainder of this Section 6.3, Intrexon shall have the sole right to take appropriate action against any person or entity directly or indirectly infringing any Intrexon Patent (or asserting that an Intrexon Patent is invalid or unenforceable) (collectively, “ Infringement ”), either by settlement or lawsuit or other appropriate action.

(b) Notwithstanding the foregoing, NewCo shall have the first right, but not the obligation, to take appropriate action to enforce Product-Specific Program Patents against any Infringement that involves a commercially material amount of allegedly infringing activities in the Field (“ Field Infringement ”), either by settlement or lawsuit or other appropriate action. If NewCo exercises the foregoing right, Intrexon agrees to be named in any such action if required. If NewCo fails to take the appropriate steps to enforce Product-Specific Program Patents against any Field Infringement within one hundred eighty (180) days of the date one Party has provided notice to the other Party pursuant to Section 6.3(g) of such Field Infringement, then Intrexon shall have the right (but not the obligation), at its own expense, to enforce Product-Specific Program Patents against such Field Infringement, either by settlement or lawsuit or other appropriate action.

(c) With respect to any Field Infringement that cannot reasonably be abated through the enforcement of Product-Specific Program Patents pursuant to Section 6.3(b) but can reasonably be abated through the enforcement of Intrexon Patent(s) (other than the Product-Specific Program Patents), Intrexon shall be obligated to choose one of the following courses of action: (i) enforce one or more of the applicable Intrexon Patent(s) in a commercially reasonable manner against such Field Infringement, or (ii) [*****]. To the extent NewCo shall be entitled to a share of the Recovery a set forth in Section 6.3(f), Intrexon and NewCo shall bear the costs and expenses of such enforcement equally. The determination of which Intrexon Patent(s) to assert shall be made by Intrexon in its sole discretion; provided, however, that Intrexon shall consult in good faith with NewCo on such determination. For the avoidance of doubt, Intrexon has no obligations under this Agreement to enforce any Intrexon Patents against, or otherwise abate, any Infringement that is not a Field Infringement.

(d) In the event a Party pursues an action under this Section 6.3, the other Party shall reasonably cooperate with the enforcing Party with respect to the investigation and prosecution of any alleged, threatened, or actual Infringement, at the enforcing Party’s expense (except with respect to an action under Section 6.3(c), where all costs and expenses will be shared equally in accordance with terms thereof).

(e) NewCo shall not settle or otherwise compromise any action under this Section 6.3 in a way that diminishes the rights or interests of Intrexon outside the Field or adversely affects any Intrexon Patent without Intrexon’s prior written consent, which consent shall not be unreasonably withheld. Intrexon shall not settle or otherwise compromise any action under this Section 6.3 in a way that diminishes the rights or interests of NewCo in the Field or adversely affects any Intrexon Patent with respect to the Field without NewCo’s prior written consent, which consent shall not be unreasonably withheld.

(f) Except as otherwise agreed to by the Parties in writing, any settlements, damages or other monetary awards recovered pursuant to a suit, proceeding, or action brought pursuant to Section 6.3 will be allocated first to the costs and expenses of the Party controlling such action, and second, to the costs and expenses (if any) of the other Party (to the extent not otherwise reimbursed), and any remaining amounts (the “Recovery” ) will be shared by the Parties as follows: In any action initiated by Intrexon pursuant to Section 6.3(a) that does not involve Field Infringement, or in any action initiated by Intrexon pursuant to Section 6.3(b), Intrexon shall retain one hundred percent (100%) of any Recovery. In any action initiated by NewCo pursuant to Section 6.3(b), NewCo shall retain one hundred percent (100%) of any Recovery. In any action initiated by Intrexon or NewCo pursuant to Section 6.3(c), the Parties shall share the Recovery equally.

(g) NewCo shall promptly notify Intrexon of any suspected, alleged, threatened, or actual Infringement of which it becomes aware, and Intrexon shall promptly notify NewCo of any suspected, alleged, threatened, or actual Field Infringement of which it becomes aware.

ARTICLE 7

C ONFIDENTIALITY

7.1 Confidentiality . Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees that it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any Confidential Information disclosed to it by the other Party pursuant to this Agreement, except to the extent that the receiving Party can demonstrate by competent evidence that specific Confidential Information:

(a) was already known to the receiving Party and can be demonstrated by written records, other than under an obligation of confidentiality, at the time of disclosure by the other Party;

(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;

(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;

(d) was disclosed to the receiving Party, other than under an obligation of confidentiality to a Third Party, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or

(e) was independently discovered or developed by the receiving Party without the use of Confidential Information belonging to the disclosing Party, as documented by the receiving Party’s written records.

The foregoing non-use and non-disclosure obligation shall continue (i) indefinitely, for all Confidential Information that qualifies as a trade secret under applicable law; or (ii) for the Term of this Agreement and for seven (7) years thereafter, in all other cases.

7.2 Authorized Disclosure . Notwithstanding the limitations in this Article 7, either Party may disclose the Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances:

(a) complying with applicable laws or regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such request or demand for disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this Agreement be used only for the purposes for which the law or regulation required, or for which the order was issued;

(b) to regulatory authorities in order to seek or obtain approval to conduct regulatory trials, or to gain regulatory approval, of Collaboration Products or any products being developed by Intrexon or its other licensees and/or channel partners or collaborators, provided that the Party making such disclosure (i) provides the other Party with reasonable opportunity to review any such disclosure in advance and to suggest redactions or other means of limiting the disclosure of such other Party’s Confidential Information and (ii) does not unreasonably reject any such suggestions;

(c) disclosure to investors and potential investors, acquirers, or merger candidates who agree to maintain the confidentiality of such information, provided that such disclosure is used solely for the purpose of evaluating such investment, acquisition, or merger (as the case may be);

(d) disclosure on a need-to-know basis to Affiliates, licensees, sublicensees, employees, consultants or agents (such as CROs) who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 7; and

(e) disclosure of the terms of this Agreement by Intrexon to collaborators and other channel partners or collaborators who agree to be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 7.

7.3 Publicity; Publications . Following the Effective Date, the Parties will consult to consider, and, if mutually desired, draft and release, a public announcement of the execution of this Agreement substantially in the form of a press release, which form shall be mutually agreed to by the Parties. Each Party will provide the other Party with the opportunity to review and comment, prior to submission or presentation, on external reports, publications and presentations (e.g., press releases, reports to government agencies, abstracts, posters, manuscripts and oral presentations) that refer to the Biofuels Program, Collaboration Products or programs that are approved by the JSC. For such reports, publications, and presentations, the disclosing Party will provide the other Party at least fifteen (15) calendar days for review of the proposed submission or presentation. In the case of a Form 8-K filing, such shall be provided by Intrexon to NewCo as soon as practicable prior to filing. For reports and manuscripts, the disclosing Party will provide the other Party at least thirty (30) days for review of the report or manuscript. The presenting Party will act in good faith to incorporate the comments of the other Party and shall, in any event, redact any Confidential Information of the other Party and cooperate with the other Party to postpone such submissions or presentations if necessary to provide the other Party with sufficient time to prepare and file any related Patent applications before the submission or presentation occurs, as appropriate.

7.4 Terms of the Agreement . Each Party shall treat the terms of this Agreement as the Confidential Information of other Party, subject to the exceptions set forth in Section 7.2. Notwithstanding the foregoing, each Party acknowledges that the other Party may be obligated to file a copy of this Agreement with the SEC, either as of the Effective Date or at some point during the Term. Each Party shall be entitled to make such a required filing, provided that it requests confidential treatment of certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to it. In the event of any such filing, the filing Party shall provide the other Party with a copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and shall reasonably consider and incorporate the other Party’s comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. The other Party shall promptly provide any such comments.

7.5 Proprietary Information and Operational Audits.

(a) For the purpose of confirming compliance with the Field-limited licenses granted in Article 3, the diligence obligations of Article 4, and the confidentiality obligations under Article 7, NewCo acknowledges that Intrexon’s authorized representative(s), during regular business hours may (i) examine and inspect NewCo’s facilities and (ii) inspect all data and work products relating to this Agreement, subject to restrictions imposed by applicable laws. Any examination or inspection hereunder shall require five (5) business days written notice from Intrexon to NewCo. NewCo will make itself and the pertinent employees and/or agents available, on a reasonable basis, to Intrexon for the aforementioned compliance review.

(b) For the purpose of confirming compliance with the diligence obligations of Section 4.6, and the confidentiality obligations under Article 7, Intrexon acknowledges that NewCo authorized representative(s), during regular business hours may (i) examine and inspect Intrexon’s facilities and (ii) inspect all data and work products relating to this Agreement. Any examination or inspection hereunder shall require five (5) business days written notice from NewCo to Intrexon. Intrexon will make itself and the pertinent employees and/or agents available, on a reasonable basis, to NewCo for the aforementioned compliance review.

(c) In view of the Intrexon Confidential Information, Intrexon Know-How, and Intrexon Materials transferred to NewCo hereunder, Intrexon from time-to-time, but no more than quarterly, may request that NewCo confirm the status of the Intrexon Materials at NewCo (i.e. how much used, how much shipped, to whom and any unused amounts destroyed (by whom, when) as well as any amounts returned to Intrexon or destroyed). Within ten (10) business days of NewCo’s receipt of any such written request, NewCo shall provide the written report to Intrexon.

7.6 Intrexon Commitment . Intrexon shall use reasonable efforts to obtain an agreement with its other licensees and channel partners or collaborators to enable NewCo to disclose confidential information of such licensees and channel partners or collaborators to regulatory authorities in order to seek or obtain approval to conduct regulatory trials, or to gain regulatory approval of, Collaboration Products, in a manner consistent with the provisions of Section 7.2(b).

ARTICLE 8

R EPRESENTATIONS A ND W ARRANTIES

8.1 Representations and Warranties of NewCo . NewCo hereby represents and warrants to Intrexon that, as of the Effective Date:

(a) Corporate Power . NewCo is duly organized and validly existing under the laws of Delaware and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof.

(b) Due Authorization . NewCo is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person executing this Agreement on NewCo’s behalf has been duly authorized to do so by all requisite limited liability company action.

(c) Binding Agreement . This Agreement is a legal and valid obligation binding upon NewCo and enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance. The execution, delivery and performance of this Agreement by NewCo does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound. NewCo is aware of no action, suit or inquiry or investigation instituted by any governmental agency which questions or threatens the validity of this Agreement.

8.2 Representations and Warranties of Intrexon . Intrexon hereby represents and warrants to NewCo that, as of the Effective Date:

(a) Corporate Power . Intrexon is duly organized and validly existing under the laws of Virginia and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof.

(b) Due Authorization . Intrexon is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person executing this Agreement on Intrexon’s behalf has been duly authorized to do so by all requisite corporate action.

(c) Binding Agreement . This Agreement is a legal and valid obligation binding upon Intrexon and enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance. The execution, delivery and performance of this Agreement by Intrexon does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound. Intrexon is aware of no action, suit or inquiry or investigation instituted by any governmental agency which questions or threatens the validity of this Agreement.

(d) Additional Intellectual Property Representations .

(i) Intrexon possesses sufficient rights to enable Intrexon to grant all rights and licenses it purports to grant to NewCo with respect to the Intrexon Patents under this Agreement;

(ii) The Intrexon Patents and Intrexon Know-How existing as of the Effective Date constitute all of the Patents and Know-How Controlled by Intrexon as of such date that are necessary for the development, manufacture and Commercialization of Collaboration Products;

(iii) Intrexon has not granted, and during the Term Intrexon will not grant, any right or license, to any Third Party under the Intrexon IP that conflicts with the rights or licenses granted or to be granted to NewCo hereunder;

(iv) There is no pending litigation, and Intrexon has not received any written notice of any claims or litigation, seeking to invalidate or otherwise challenge the Intrexon Patents or Intrexon’s rights therein;

(v) None of the Intrexon Patents is subject to any pending re-examination, opposition, interference or litigation proceedings;

(vi) All of the Intrexon Patents have been filed and prosecuted in accordance with all applicable laws and have been maintained, with all applicable fees with respect thereto (to the extent such fees have come due) having been paid;

(vii) Intrexon has entered into agreements with each of its current and former officers, employees and consultants involved in research and development work, including development of Intrexon IP, providing Intrexon, to the extent permitted by law, with title and ownership to patents, patent applications, trade secrets and inventions conceived, developed, reduced to practice by such person, solely or jointly with other of such persons, during the period of employment or contract by Intrexon (except where the failure to have entered into such an agreement would not have a material adverse effect on the rights granted to NewCo herein), and Intrexon is not aware that any of its employees or consultants is in material violation thereof;

(viii) To Intrexon’s knowledge, there is no infringement, misappropriation or violation by Third Parties of any Intrexon Channel Technology or Intrexon IP in the Field;

(ix) There is no pending or, to Intrexon’s knowledge, threatened action, suit, proceeding or claim by others against Intrexon that Intrexon infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights of others in connection with the use of the Intrexon Channel Technology or Intrexon IP, and Intrexon has not received any written notice of such claim;

(x) To Intrexon’s knowledge, no employee of Intrexon is the subject of any claim or proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, non-disclosure agreement or any restrictive covenant to or with a former employer (A) where the basis of such violation relates to such employee’s employment with Intrexon or actions undertaken by the employee while employed with Intrexon and (B) where such violation is relevant to the use of the Intrexon Channel Technology in the Field;

(xi) None of the Intrexon Patents owned by Intrexon or its Affiliates, and, to Intrexon’s knowledge, the Intrexon Patents licensed to Intrexon or its Affiliates, have been adjudged invalid or unenforceable by a court of competent jurisdiction or applicable government agency, in whole or in part, and there is no pending or, to Intrexon’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intrexon Patents; and

(xii) Except as otherwise disclosed in writing to NewCo, Intrexon: (A) is in material compliance with all statutes, rules or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product that is under development, manufactured or distributed by Intrexon in the Field (“ Applicable Laws ”); (B) has not received any notice of adverse finding, warning letter, untitled letter or other correspondence or notice from the United States Environmental Protection Agency (the “ EPA ”), the United States Food and Drug Administration (the “ FDA ”) or any other federal, state, local or foreign governmental or regulatory authority alleging or asserting material noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“ Authorizations ”), which would, individually or in the aggregate, result in a material adverse effect; (C) possesses all material Authorizations necessary for the operation of its business as described in the Field and such Authorizations are valid and in full force and effect and Intrexon is not in material violation of any term of any such Authorizations; and (D) since January 1, 2012, (1) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from the EPA, the FDA, or any other federal, state, local or foreign governmental or regulatory authority or third party alleging that any product operation or activity is in material violation of any Applicable Laws or Authorizations and has no knowledge that the EPA, the FDA, or any other federal, state, local or foreign governmental or regulatory authority or third party is considering any such claim, litigation, arbitration, action, suit investigation or proceeding; (2) has not received notice that the EPA, the FDA or any other federal, state, local or foreign governmental or regulatory authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any material Authorizations and has no knowledge that the EPA, the FDA, or any other federal, state, local or foreign governmental or regulatory authority is considering such action; (3) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were corrected or supplemented by a subsequent submission); and (4) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post sale warning, letters to customers, or other notice or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to Intrexon’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.

except, in each of (ix) through (xii), for any instances which would not, individually or in the aggregate, result in a material adverse effect on the rights granted to NewCo hereunder or Intrexon’s ability to perform its obligations hereunder.

8.3 Warranty Disclaimer . EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS ARTICLE 8, EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

ARTICLE 9

I NDEMNIFICATION

9.1 Indemnification by Intrexon . Intrexon agrees to indemnify, hold harmless, and defend NewCo and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ NewCo Indemnitees ”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “ Losses ”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “ Claims ”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than NewCo) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the NewCo Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of NewCo or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by NewCo of a representation, warranty, or covenant of this Agreement.

9.2 Indemnification by NewCo . NewCo agrees to indemnify, hold harmless, and defend Intrexon, its Affiliates and Third Security and their respective directors, officers, employees, and agents (and any Third Parties which have licensed to Intrexon intellectual property rights within Intrexon IP on or prior to the Effective Date, to the extent required by the relevant upstream license agreement) (collectively, the “ Intrexon Indemnitees ”) from and against any Losses resulting from Claims, to the extent arising from any of the following: (a) the gross negligence or willful misconduct of NewCo or any of its Affiliates or their respective employees or agents; (b) the use, handling, storage, or transport of Intrexon Materials by or on behalf of NewCo or its Affiliates, licensees, or sublicensees; (c) breach by NewCo of any material representation, warranty or covenant in this Agreement; or (d) the design, development, manufacture, regulatory approval, handling, storage, transport, distribution, sale or other disposition of any Collaboration Product by or on behalf of NewCo or its Affiliates, licensees, or sublicensees. Notwithstanding the foregoing, NewCo shall not have any obligation to indemnify the Intrexon Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents; or (ii) a breach by Intrexon of a representation, warranty, or covenant of this Agreement.

9.3 Product Liability Claims . Notwithstanding the provisions of Section 9.2, any Losses arising out of any Third Party claim, suit, action, proceeding, liability or obligation involving any actual or alleged death or bodily injury arising out of or resulting from the development, manufacture or Commercialization of any Collaboration Products for use or sale in the Field, to the extent that such Losses exceed the amount (if any) covered by the applicable Party’s product liability insurance (“ Excess Product Liability Costs ”), shall be paid by [*****], except to the extent such Losses arise out of any Third-Party Claim based on the gross negligence or willful misconduct of a Party, its Affiliates, or its Affiliates’ sublicensees, or any of the respective officers, directors, employees and agents of each of the foregoing entities, in the performance of obligations or exercise of rights under this Agreement.

9.4 Control of Defense . As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification under this Article 9 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.

9.5 Insurance . Immediately prior to, and during marketing of Collaboration Products, NewCo shall maintain in effect and good standing a product liability insurance policy issued by a reputable insurance company in amounts considered standard for the industry. Immediately prior to, and during the conduct of any regulatory trials, NewCo shall maintain in effect and good standing a regulatory trials liability insurance policy issued by a reputable insurance company in amounts considered standard for the industry. At Intrexon’s reasonable request, NewCo shall provide Intrexon with all details regarding such policies, including without limitation copies of the applicable liability insurance contracts. NewCo shall use reasonable efforts to include Intrexon as an additional insured on any such policies and provide Intrexon with at least 30 days’ notice of cancellation of any such policies.

ARTICLE 10

T ERM ; T ERMINATION

10.1 Term . The term of this Agreement shall commence upon the Effective Date and shall continue until the twentieth anniversary of the Effective Date unless terminated prior to such date pursuant to Section 10.2 or 10.3 (the “ Term ”). Such Term may be extended by the mutual written agreement of the Parties.

10.2 Termination for Material Breach; Termination under Section 4.4(b)

(a) Either Party shall have the right to terminate this Agreement upon written notice to the other Party if the other Party commits any material breach of this Agreement that such breaching Party fails to cure within sixty (60) days following written notice from the nonbreaching Party specifying such breach.

(b) Intrexon shall have the right to terminate this Agreement, at its sole discretion, the Technology Access Fee has not been paid in accordance with Section 5.1.

(c) Intrexon shall have the right to terminate this Agreement under the circumstances set forth in Section 4.4(b) upon written notice to NewCo, such termination to become effective sixty (60) days following such written notice unless NewCo remedies the circumstances giving rise to such termination within such sixty (60) day period.

(d) Intrexon shall have the right to terminate this Agreement should NewCo execute any purported assignment of this Agreement contrary to the prohibitions in Section 12.8, such termination occurring upon Intrexon providing written notice to NewCo and becoming effective immediately upon such written notice.

10.3 Termination by NewCo . NewCo shall have the right to voluntarily terminate this Agreement in its entirety upon ninety (90) days written notice to Intrexon at any time.

10.4 Effect of Termination . In the event of termination of this Agreement pursuant to Section 10.2 or Section 10.3, the following shall apply:

(a) Retained Products . NewCo shall be permitted to continue the development and Commercialization in the Field of any product resulting from the Biofuels Program that, at the time of termination, is being sold commercially by NewCo (or, as may be permitted under this Agreement, its Affiliates and, if applicable, (sub)licensees) (a “ Retained Product ”). Such right to continue development and Commercialization shall be subject to NewCo’s full compliance with the payment provisions in Article 5, a continuing obligation for NewCo to use Diligent Efforts in accord with Section 4.4(a) to develop and Commercialize any Retained Products, and all other provisions of this Agreement that survive termination.

(b) Termination of Licenses . Except as necessary for NewCo to continue to obtain regulatory approval for, develop, use, manufacture and Commercialize the Retained Products in the Field as permitted by Section 10.4(a), all rights and licenses granted by Intrexon to NewCo under this Agreement shall terminate and shall revert to Intrexon without further action by either Intrexon or NewCo. NewCo’s license with respect to Retained Products shall be exclusive or non-exclusive, as the case may be, on the same terms as set forth in Section 3.1.

(c) Reverted Products . All Collaboration Products other than the Retained Products shall be referred to herein as the “ Reverted Products .” NewCo shall immediately cease, and shall cause its Affiliates and, if applicable, (sub)licensees to immediately cease, all development and Commercialization of the Reverted Products, and NewCo shall not use or practice, nor shall it cause or authorize any of its Affiliates or, if applicable, (sub)licensees to use or practice, directly or indirectly, any Intrexon IP with respect to the Reverted Products. NewCo shall immediately discontinue making any representation regarding its status as a licensee or channel collaborator of Intrexon with respect to the Reverted Products.

(d) Intrexon Materials . NewCo shall promptly return, or at Intrexon’s request, destroy, any Intrexon Materials in NewCo’s possession or control at the time of termination other than any Intrexon Materials necessary for the continued development, regulatory approval, use, manufacture and Commercialization of the Retained Products in the Field.

(e) Licenses to Intrexon . NewCo is automatically deemed to grant to Intrexon a worldwide, fully paid, royalty-free, exclusive (even as to NewCo and its Affiliates), irrevocable, license (with full rights to sublicense) under the NewCo Termination IP, to make, have made, import, use, offer for sale and sell Reverted Products and to use the Intrexon Channel Technology, the Intrexon Materials, and/or the Intrexon IP in the Field, subject to any exclusive rights held by NewCo in Reverted Products pursuant to Section 10.4(c). The Parties shall also take such actions and execute such other instruments and documents as may be reasonably necessary to document such license to Intrexon.

(f) Regulatory Filings . NewCo shall promptly assign to Intrexon, and will provide full copies of, all regulatory approvals and regulatory filings that relate specifically and solely to Reverted Products. NewCo shall also take such actions and execute such other instruments, assignments and documents as may be necessary to effect the transfer of rights thereunder to Intrexon. To the extent that there exist any regulatory approvals and regulatory filings that relate both to Reverted Products and other products, NewCo shall provide copies of the portions of such regulatory filings that relate to Reverted Products and shall reasonably cooperate to assist Intrexon in obtaining the benefits of such regulatory approvals with respect to the Reverted Products.

(g) Data Disclosure . NewCo shall provide to Intrexon copies of the relevant portions of all material reports and data, including regulatory trial data and reports, obtained or generated by or on behalf of NewCo or its Affiliates to the extent that they relate to Reverted Products, within sixty (60) days of such termination unless otherwise agreed, and Intrexon shall have the right to use any such Information in developing and Commercializing Reverted Products and to license any Third Parties to do so.

(h) Third Party Licenses . At Intrexon’s written request, NewCo shall promptly provide to Intrexon copies of all Third Party agreements under which NewCo or its Affiliates obtained a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture and/or Commercialization of the Reverted Products. At Intrexon’s written request such that Intrexon may Commercialize the Reverted Products, NewCo shall promptly work with Intrexon to either, as appropriate (i) assign to Intrexon the Third Party agreement(s), or (ii) grant a sublicense (with an appropriate scope) to Intrexon under the Third Party agreement(s). Thereafter Intrexon shall be fully responsible for all obligations due for its actions under the sublicensed or assigned Third Party agreements. Notwithstanding the above, if Intrexon does not wish to assume any financial or other obligations associated with a particular Third Party agreement identified to Intrexon under this Section 10.4(h), then Intrexon shall so notify NewCo and NewCo shall not make such assignment or grant such sublicense (or cause it to be made or granted).

(i) Remaining Materials . At the request of Intrexon, NewCo shall transfer to Intrexon all quantities of Reverted Product (including final products or work-in-process) in the possession of NewCo or its Affiliates. NewCo shall transfer to Intrexon all such quantities of Reverted Products without charge, except that Intrexon shall pay the reasonable costs of processing and shipping.

(j) Third Party Vendors . At Intrexon’s request, NewCo shall promptly provide to Intrexon copies of all agreements between NewCo or its Affiliates and Third Party suppliers, vendors, or distributors that relate to the supply, sale, or distribution of Reverted Products in the Territory. At Intrexon’s request, NewCo shall promptly: (i) with respect to such Third Party agreements relating solely to the applicable Reverted Products and permitting assignment, immediately assign (or cause to be assigned), such agreements to Intrexon, and (ii) with respect to all other such Third Party agreements, NewCo shall reasonably cooperate to assist Intrexon in obtaining the benefits of such agreements. NewCo shall be liable for any costs associated with assigning a Third Party agreement to Intrexon or otherwise obtaining the benefits of such agreement for Intrexon, to the extent such costs are directly related to NewCo’s breach. For the avoidance of doubt, Intrexon shall have no obligation to assume any of NewCo’s obligations under any Third Party agreement.

(k) Commercialization . Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to NewCo, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

(l) Confidential Information . Each Party shall promptly return, or at the other Party’s request destroy, any Confidential Information of the other Party in such Party’s possession or control at the time of termination; provided, however, that each Party shall be permitted to retain (i) a single copy of each item of Confidential Information of the other Party in its confidential legal files for the sole purpose of monitoring and enforcing its compliance with Article 7, (ii) Confidential Information of the other Party that is maintained as archive copies on the recipient Party’s disaster recovery and/or information technology backup systems, or (iii) Confidential Information of the other Party necessary to exercise such Party’s rights in Retained Products (in the case of NewCo) or Reverted Products (in the case of Intrexon). The recipient of Confidential Information shall continue to be bound by the terms and conditions of this Agreement with respect to any such Confidential Information retained in accordance with this Section 10.4(l).

10.5 Surviving Obligations . Termination or expiration of this Agreement shall not affect any rights of either Party arising out of any event or occurrence prior to termination, including, without limitation, any obligation of NewCo to pay any amount which became due and payable under the terms and conditions of this Agreement prior to expiration or such termination. The following portions of this Agreement shall survive termination or expiration of this Agreement: Sections 3.1 (as applicable with respect to 10.4(b), 6.1, 6.2 (with subsection (c) surviving only to the extent relating to Intrexon Patents that are relevant to Retained Products that, to Intrexon’s knowledge, are being developed or Commercialized at such time, if any), 7.1, 7.2, 7.4, 7.5, 10.4, and 10.5; Articles 9, 11, and 12; and any relevant definitions in Article 1. Further, Article 5, Article 7 and Sections 4.4 and 9.5 will survive termination of this Agreement to the extent there are applicable Retained Products.

ARTICLE 11

D ISPUTE R ESOLUTION

11.1 Disputes . It is the objective of the Parties to establish procedures to facilitate the resolution of disputes arising under this Agreement in an expedient manner by mutual cooperation and without resort to litigation. In the event of any disputes, controversies or differences which may arise between the Parties out of or in relation to or in connection with this Agreement (other than disputes arising from a Committee), including, without limitation, any alleged failure to perform, or breach, of this Agreement, or any issue relating to the interpretation or application of this Agreement, then upon the request of either Party by written notice, the Parties agree to meet and discuss in good faith a possible resolution thereof, which good faith efforts shall include at least one in-person meeting between the Executive Officers of each Party. If the matter is not resolved within thirty (30) days following the written request for discussions, either Party may then invoke the provisions of Section 11.2. For the avoidance of doubt, any disputes, controversies or differences arising from a Committee pursuant to Article 2 shall be resolved solely in accordance with Section 2.4.

11.2 Arbitration . Any dispute, controversy, difference or claim which may arise between the Parties and not from a Committee, out of or in relation to or in connection with this Agreement (including, without limitation, arising out of or relating to the validity, construction, interpretation, enforceability, breach, performance, application or termination of this Agreement) that is not resolved pursuant to Section 11.1 shall, subject to Sections 11.9 and 11.10, be settled by binding “baseball arbitration” as follows. Either Party, following the end of the thirty (30) day period referenced in Section 11.1, may refer such issue to arbitration by submitting a written notice of such request to the other Party, with the arbitration to be held in the state where the other Party’s principal office is located (or some other place as may be mutually agreed by the Parties). Promptly following receipt of such notice, the Parties shall meet and discuss in good faith and seek to agree on an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the energy and biotechnology industries, and shall have some experience in mediating or arbitrating issues relating to such agreements. If the Parties cannot agree on a single arbitrator within fifteen (15) days of request by a Party for arbitration, then each Party shall select an arbitrator meeting the foregoing criteria and the two (2) arbitrators so selected shall select within ten (10) days of their appointment a third arbitrator meeting the foregoing criteria. Within fifteen (15) days after an arbitrator(s) is selected (in the case of the three-person panel, when the third arbitrator is selected), each Party will deliver to both the arbitrator(s) and the other Party a detailed written proposal setting forth its proposed terms for the resolution for the matter at issue (the “ Proposed Terms ” of the Party) and a memorandum (the “ Support Memorandum ”) in support thereof. The Parties will also provide the arbitrator(s) a copy of this Agreement, as it may be amended at such time. Within fifteen (15) days after receipt of the other Party’s Proposed Terms and Support Memorandum, each Party may submit to the arbitrator(s) (with a copy to the other Party) a response to the other Party’s Support Memorandum. Neither Party may have any other communications (either written or oral) with the arbitrator(s) other than for the sole purpose of engaging the arbitrator or as expressly permitted in this Section 11.2; provided that, the arbitrator(s) may convene a hearing if the arbitrator(s) so chooses to ask questions of the Parties and hear oral argument and discussion regarding each Party’s Proposed Terms. Within sixty (60) days after the arbitrator’s appointment, the arbitrator(s) will select one of the two Proposed Terms (without modification) provided by the Parties that he or she believes is most consistent with the intention underlying and agreed principles set forth in this Agreement. The decision of the arbitrator(s) shall be final, binding, and unappealable. For clarity, the arbitrator(s) must select as the only method to resolve the matter at issue one of the two sets of Proposed Terms, and may not combine elements of both Proposed Terms or award any other relief or take any other action.

11.3 Governing Law . This Agreement shall be governed by and construed under the substantive laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

11.4 Award . Any award to be paid by one Party to the other Party as determined by the arbitrator(s) as set forth above under Section 11.2 shall be promptly paid in United States dollars free of any tax, deduction or offset; and any costs, fees or taxes incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the losing Party. Each Party agrees to abide by the award rendered in any arbitration conducted pursuant to this Article 11,

and agrees that, subject to the United States Federal Arbitration Act, 9 U.S.C. §§ 1-16, judgment may be entered upon the final award in any United States District Court located in New York and that other courts may award full faith and credit to such judgment in order to enforce such award. The award shall include interest from the date of any damages incurred for breach of the Agreement, and from the date of the award until paid in full, at a rate fixed by the arbitrator(s). With respect to money damages, nothing contained herein shall be construed to permit the arbitrator(s) or any court or any other forum to award consequential, incidental, special, punitive or exemplary damages. By entering into this agreement to arbitrate, the Parties expressly waive any claim for consequential, incidental, special, punitive or exemplary damages. The only damages recoverable under this Agreement are direct compensatory damages.

11.5 Costs . Each Party shall bear its own legal fees. The arbitrator(s) shall assess his or her costs, fees and expenses against the Party losing the arbitration.

11.6 Injunctive Relief . Nothing in this Article 11 will preclude either Party from seeking equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. Specifically, the Parties agree that a material breach by either Party of its obligations in Section 3.5 or Article 7 of this Agreement may cause irreparable harm to the other Party, for which damages may not be an adequate remedy. Therefore, in addition to its rights and remedies otherwise available at law, including, without limitation, the recovery of damages for breach of this Agreement, upon an adequate showing of material breach of such Section 3.5 or Article 7, and without further proof of irreparable harm other than this acknowledgement, such non-breaching Party shall be entitled to seek (a) immediate equitable relief, specifically including, but not limited to, both interim and permanent restraining orders and injunctions, without bond, and (b) such other and further equitable relief as the court may deem proper under the circumstances. For the avoidance of doubt, nothing in this Section 11.6 shall otherwise limit a breaching Party’s opportunity to cure a material breach as permitted in accordance with Section 10.2.

11.7 Confidentiality . The arbitration proceeding shall be confidential and the arbitrator(s) shall issue appropriate protective orders to safeguard each Party’s Confidential Information. Except as required by law, no Party shall make (or instruct the arbitrator(s) to make) any public announcement with respect to the proceedings or decision of the arbitrator(s) without prior written consent of the other Party. The existence of any dispute submitted to arbitration, and the award, shall be kept in confidence by the Parties and the arbitrator(s), except as required in connection with the enforcement of such award or as otherwise required by applicable law.

11.8 Survivability . Any duty to arbitrate under this Agreement shall remain in effect and be enforceable after termination of this Agreement for any reason.

11.9 Jurisdiction . For the purposes of this Article 11, the Parties acknowledge their diversity and agree to accept the jurisdiction of any United States District Court located in New York for the purposes of enforcing or appealing any awards entered pursuant to this Article 11 and for enforcing the agreements reflected in this Article 11 and agree not to commence any action, suit or proceeding related thereto except in such courts.

11.10 Patent Disputes . Notwithstanding any other provisions of this Article 11, and subject to the provisions of Section 6.2, any dispute, controversy or claim relating to the scope, validity, enforceability or infringement of any Intrexon Patents shall be submitted to a court of competent jurisdiction in the country in which such Patent was filed or granted.

ARTICLE 12

G ENERAL P ROVISIONS

12.1 Use of Name . No right, express or implied, is granted by this Agreement to either Party to use in any manner the name of the other or any other trade name or trademark of the other in connection with the performance of this Agreement, except that either Party may use the name of the other Party as required by law or regulation and in press releases accompanying quarterly and annual earnings reports approved by the issuer’s Board of Directors.

12.2 LIMITATION OF LIABILITY . NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS PARAGRAPH IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER ARTICLE 9, OR DAMAGES AVAILABLE FOR BREACHES OF THE OBLIGATIONS SET FORTH IN ARTICLE 7.

12.3 Independent Parties . The Parties are not employees or legal representatives of the other Party for any purpose. Neither Party shall have the authority to enter into any contracts in the name of or on behalf of the other Party. This Agreement shall not constitute, create, or in any way be interpreted as a joint venture, partnership, or business organization of any kind.

12.4 Notice . All notices, including notices of address change, required or permitted to be given under this Agreement shall be in writing and deemed to have been given when delivered if personally delivered or sent by facsimile (provided that the party providing such notice promptly confirms receipt of such transmission with the other party by telephone), on the business day after dispatch if sent by a nationally-recognized overnight courier and on the third business day following the date of mailing if sent by certified mail, postage prepaid, return receipt requested. All such communications shall be sent to the address or facsimile number set forth below (or any updated addresses or facsimile number communicated to the other Party in writing):


If to Intrexon:		Intrexon Corporation 201 Industrial Road, #420 San Carlos, CA 94070 Attention: President, Energy Sector Fax: (650) 597-4001

with a copy to:		Intrexon Corporation 20374 Seneca Meadows Parkway Germantown, MD 20876 Attention: Legal Department Fax: (301) 556-9902

If to NewCo:		Intrexon Energy Partners, LLC 1750 Kraft Drive, Suite 1400 Blacksburg, VA 24060 Attention: Rick Sterling, Manager Fax: (540) 961-0925

with a copy to:		Intrexon Corporation 20374 Seneca Meadows Parkway Germantown, MD 20876 Attention: Legal Department Fax: (301) 556-9902

12.5 Severability . In the event any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect.

12.6 Waiver . Any waiver (express or implied) by either Party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach.

12.7 Entire Agreement; Amendment . This Agreement, including any exhibits attached hereto, constitutes the entire, final, complete and exclusive agreement between the Parties and supersede all previous agreements or representations, written or oral, with respect to the subject matter of this Agreement (including any prior confidentiality agreement between the Parties). All information of Intrexon or NewCo to be kept confidential by the other Party under any prior confidentiality agreement, as of the Effective Date, shall be maintained as Confidential Information by such other Party under the obligations set forth in Article 7 of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each Party.

12.8 Non-assignability; Binding on Successors . Any attempted assignment of the rights or delegation of the obligations under this Agreement shall be void without the prior written consent of the non-assigning or non-delegating Party; provided, however, that either Party may assign its rights or delegate its obligations under this Agreement without such consent (a) to an Affiliate of such Party or (b) to its successor in interest in connection with any merger, acquisition, consolidation, corporate reorganization, or similar transaction, or sale of all or substantially all of its assets, provided that such assignee agrees in writing to assume and be bound by the assignor’s obligations under this Agreement. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the Parties. Notwithstanding the foregoing, in the event that either Party assigns this Agreement to its successor in interest by way of merger, acquisition, consolidation, corporate reorganization, or similar transaction, or sale of all or substantially all of its assets (whether this Agreement is actually assigned or is assumed by such successor in interest or its affiliate by operation of law (e.g., in the context of a reverse triangular merger)), the intellectual property rights of such successor in interest or any of its Affiliates other than those licensed in this Agreement shall be automatically excluded from the rights licensed to the other Party under this Agreement.

12.9 Force Majeure . Neither Party shall be liable to the other for its failure to perform any of its obligations under this Agreement, except for payment obligations, during any period in which such performance is delayed because rendered impracticable or impossible due to circumstances beyond its reasonable control, including without limitation earthquakes, governmental regulation, fire, flood, labor difficulties, civil disorder, acts of terrorism and acts of God, provided that the Party experiencing the delay promptly notifies the other Party of the delay.

12.10 No Other Licenses . Neither Party grants to the other Party any rights or licenses in or to any intellectual property, whether by implication, estoppel, or otherwise, except to the extent expressly provided for under this Agreement.

12.11 Legal Compliance . The Parties shall review in good faith and cooperate in taking such actions to ensure compliance of this Agreement with all applicable laws.

12.12 Counterparts . This Agreement may be executed in any number of counterparts (including by facsimile, PDF, or other means of electronic communication), each of which taken together will constitute one and the same instrument, and any of the Parties hereto may execute this Agreement by signing any such counterpart.

12.13 Relationship of Parties. It is the intent of the parties hereto that the actions to be taken by NewCo hereunder shall be those of an independent contractor non-agent maintaining an ‘arms-length transaction’ between the parties, and no term or provision of this Agreement shall be construed as creating an agent, servant, employee, or representative relationship between NewCo and Intrexon. Notwithstanding any other provision of this Agreement to the contrary, the parties understand and agree that their relationship hereunder is not one of partnership, association, trust, joint venture or entity of any kind.

[Remainder of page intentionally left blank.]

I N W ITNESS W HEREOF , the Parties hereto have duly executed this Exclusive Channel Collaboration Agreement.


I NTREXON C ORPORATION		I NTREXON E NERGY P ARTNERS , LLC

By:	/s/ Donald P. Lehr	By:	/s/ Rick Sterling
Name:	Donald P. Lehr	Name:	Rick Sterling
Title:	Chief Legal Officer	Title:	Manager

SIGNATURE PAGE FOR EXCLUSIVE CHANNEL COLLABORATION AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

INTREXON ENERGY PARTNERS, LLC

Dated as of March 26, 2014

THE INTERESTS IN INTREXON ENERGY PARTNERS, LLC (THE “ INTERESTS ”) ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN ARTICLE 8 OF THIS AGREEMENT. THE INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS OR UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”). NEITHER THE INTERESTS, NOR ANY PART THEREOF, MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF ARTICLE 8 OF THIS AGREEMENT AND PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION THAT IS EXEMPT FROM REGISTRATION UNDER SUCH SECURITIES LAWS OR THAT IS OTHERWISE IN COMPLIANCE WITH SUCH SECURITIES LAWS.

TABLE OF CONTENTS


		Page
ARTICLE 1 DEFINITIONS			2
Section 1.1	Definitions		2
Section 1.2	Terms Generally		13
Section 1.3	Other Definitions		13

ARTICLE 2 FORMATION; OPERATING GUIDELINES			14
Section 2.1	Formation of Company		14
Section 2.2	Company Name		14
Section 2.3	Term		14
Section 2.4	Scope of Members’ Authority		14
Section 2.5	Registered Office and Agent		14
Section 2.6	Principal Office		14
Section 2.7	Purpose		14

ARTICLE 3 CAPITAL CONTRIBUTIONS			15
Section 3.1	Authorization and Issuance of Interests		15
Section 3.2	Capital Contributions of the Members		15
Section 3.3	Company Capital		17
Section 3.4	Liability of Members		17
Section 3.5	Loans by Members or Affiliates		18
Section 3.6	Reduction of Capital Accounts		18
Section 3.7	Capital Accounts		18

ARTICLE 4 ALLOCATIONS AND DISTRIBUTIONS			20
Section 4.1	Allocations of Profits and Losses		20
Section 4.2	Loss Limitation		20
Section 4.3	Tax Allocations		20
Section 4.4	Special Allocations		20
Section 4.5	Other Allocation Rules		21
Section 4.6	704(c) Allocations		22
Section 4.7	Distributions		22
Section 4.8	Tax Withholding		22
Section 4.9	Tax Distributions		23
Section 4.10	Prohibited Distributions		23

ARTICLE 5 ADMINISTRATIVE PROVISIONS; REPORTS			23
Section 5.1	Books of Account		23
Section 5.2	Availability of Books of Account		24
Section 5.3	Bank Accounts		24
Section 5.4	Tax Elections		24
Section 5.5	Designation of Tax Matters Partner		24


Section 5.6	Independent Accountant	24
Section 5.7	Reporting Compliance	25
Section 5.8	Modification of Deadlines	26

ARTICLE 6 MANAGEMENT OF THE COMPANY		26
Section 6.1	Management of the Company	26
Section 6.2	Powers and Duties of the Board	29
Section 6.3	Liability for Conduct	33
Section 6.4	Indemnity of Officers and Managers	33
Section 6.5	Duties of Managers and Members	35
Section 6.6	Other Matters Concerning the Board	36

ARTICLE 7 MEMBERS		37
Section 7.1	Member Management Rights	37
Section 7.2	Investment Representations by Members	37
Section 7.3	Additional Representations	38
Section 7.4	Exclusivity; Non-Solicitation	39
Section 7.5	Withdrawals or Resignations	40
Section 7.6	Transactions between the Company and Members	40
Section 7.7	Remuneration to Members	40
Section 7.8	Covenant Not to Withdraw, Transfer or Dissolve	40
Section 7.9	Preemptive Rights	41

ARTICLE 8 SALE OR TRANSFER OF INTERESTS		42
Section 8.1	Disposition and Assignment of Interests	42
Section 8.2	Further Restrictions on Transfer of Interests	42
Section 8.3	Transfer in Violation of Agreement	42
Section 8.4	Right of First Refusal	42
Section 8.5	Rights in Connection With a Conveyance Triggering Event	43
Section 8.6	Bankruptcy of Member	44
Section 8.7	Intrexon Call Right	45
Section 8.8	Tag-Along Rights	46
Section 8.9	Drag-Along Rights	47
Section 8.10	Sales Price and Terms of Sale	49
Section 8.11	Rights of an Assignee	49
Section 8.12	Transferee	50
Section 8.13	Substituted Member	51
Section 8.14	Basis Adjustment	51

ARTICLE 9 DISSOLUTION AND LIQUIDATION		52
Section 9.1	Causes of Dissolution and Termination	52
Section 9.2	Voluntary Dissolution	52
Section 9.3	Involuntary Dissolution	52
Section 9.4	Reformation of Company	52
Section 9.5	Liquidation Procedures	52


Section 9.6	Distributions in Liquidation	53
Section 9.7	Distributions In Kind	53
Section 9.8	Date of Termination	54

ARTICLE 10 AMENDMENT OF AGREEMENT; MEETINGS		54
Section 10.1	Amendments	54
Section 10.2	Meetings of Members	55

ARTICLE 11 GENERAL PROVISIONS		56
Section 11.1	Further Assurances	56
Section 11.2	Notices	57
Section 11.3	Certification of Non-Foreign Status	57
Section 11.4	Headings and Captions	57
Section 11.5	Counterparts	57
Section 11.6	Arbitration	57
Section 11.7	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.	58
Section 11.8	Partition	59
Section 11.9	Invalidity	59
Section 11.10	Successors and Assigns	59
Section 11.11	Entire Agreement	59
Section 11.12	Additional or Substituted Members	59
Section 11.13	No Third Party Beneficiaries	59
Section 11.14	Maintenance as a Separate Entity	60
Section 11.15	Construction of Agreement	60
Section 11.16	Confidentiality	60
Section 11.17	Additional Default Remedies	60

ARTICLE 12 POWER OF ATTORNEY		61
Section 12.1	Company as Attorney-In-Fact	61
Section 12.2	Nature as Special Power	61

SCHEDULE 1		1

EXHIBIT A		1
EXHIBIT B		1

iii

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

INTREXON ENERGY PARTNERS, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “ Agreement ”) of Intrexon Energy Partners, LLC (the “ Company ”) is made and entered into on March 26, 2014 (the “ Effective Date ”), by and among each Person whose name is set forth on Schedule 1 attached hereto and incorporated by reference in this Agreement and each Person subsequently admitted as a member of the Company (in such capacity, individually, a “ Member ” and, collectively, the “ Members ”).

RECITALS

WHEREAS, on December 11, 2013, a Certificate of Formation for the Company (the “ Certificate of Formation ”) was filed with the Secretary of State of the State of Delaware in accordance with the provisions of the Delaware Limited Liability Company Act, 6 Del.C. § 18-101 through § 18-1109, as the same may be amended from time to time, and the provisions of succeeding law (the “ Act ).

WHEREAS, on December 11, 2013, immediately following the formation of the Company, Intrexon executed and delivered the Limited Liability Company Agreement of the Company, dated as of December 11, 2013 (the “ Original Limited Liability Company Agreement ”).

WHEREAS, each Investor (as defined in Section 1.1 ) has executed and delivered the Membership Interest Purchase Agreement, dated as of the date hereof (the “ Purchase Agreement ”), whereby each Investor contributed cash to the Company in exchange for equity interests in the Company, and simultaneously with the execution and delivery of this Agreement, which amends and restates the Original Limited Liability Company Agreement in its entirety, the closing of the transactions contemplated by the Purchase Agreement were consummated.

WHEREAS, the Members have agreed to provide certain cash, other assets or services, as the case may be, to the Company in exchange for equity interests in the Company simultaneously with the execution and delivery of this Agreement.

WHEREAS, the Company and the Members desire to enter into this Agreement to allocate among themselves certain economic and non-economic rights in respect of their interests.

NOW, THEREFORE, for and in consideration of the mutual agreements hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree that the rights, duties and liabilities of the Members shall be as provided in the Act, except as otherwise provided in this Agreement.

ARTICLE 1

DEFINITIONS

Section 1.1 Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Act ” shall have the meaning set forth in the Recitals to this Agreement.

“ Additional Capital Contribution ” means as to any Member (including an Additional Member, but excluding the Initial Capital Contribution made at the time any Person is first admitted as a Member to the Company), any amount of cash, other assets or services contributed or deemed to be contributed to the capital of the Company by such Member.

“ Additional Units ” means any Units and other equity securities or Derivative Securities having rights, preferences or priority as to distributions senior to or on parity with the Units, other than (a) equity issuable upon conversion of (i) any securities that are exercisable or exchangeable for, or convertible into, equity securities of the Company where such securities are issued or delivered to any lender to the Company or any of its subsidiaries or to any purchaser of any debt security issued by the Company or any of its subsidiaries, in each case in connection with the incurrence of, or any amendment or waiver in connection with, the indebtedness to such lender or represented by such debt security, as the case may be, or (ii) any Derivative Securities, convertible or exchangeable notes and other convertible, exchangeable or derivative debt instrument that are issued in compliance with this Agreement; (b) securities issued as a dividend or upon any split or other subdivision, recapitalization or combination of equity; (c) any equity securities or Derivative Securities issued to the Company or any of its subsidiaries; (d) any equity securities or Derivative Securities issued in connection with a Conveyance Triggering Event; or (e) any equity securities or Derivative Securities issued in connection with any Company employee or management incentive program.

“ Adjusted Capital Account Balance ” means, with respect to any Member, the balance in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(a) credit to such Capital Account any amounts that such Member is obligated to restore, because of a promissory note to the Company or otherwise, or is deemed to be obligated to restore pursuant to the penultimate sentence in each of Regulations Sections 1.704-2(g)(1)(ii) and 1.704-2(i)(5); and

(b) debit to such Capital Account the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4); 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6).

This definition of Adjusted Capital Account Balance is intended to comply with Section 1.704-1(b)(2) of the Regulations and shall be interpreted consistent with such Regulations.

“ Adjusted Capital Account Deficit ” means a deficit in the Adjusted Capital Account Balance.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with such Person; provided , however , that the Company and its subsidiaries shall not be deemed to be Affiliates of a Manager or any of its Affiliates and a Manager and its Affiliates shall not be deemed to be Affiliates of the Company; provided , further , that the Company and its subsidiaries shall not be deemed to be Affiliates of Intrexon or NRM VII Holdings I, LLC, a Delaware limited liability company, and its Affiliates and none of Intrexon, NRM VII Holdings I, LLC or their respective Affiliates shall be deemed to be Affiliates of the Company. The term “ control ,” as used in the immediately preceding sentence, shall mean with respect to a corporation or limited liability company the right to exercise, directly or indirectly, more than 50% of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity or the actions of the individual, as the case may be.

“ Agreement ” means this Amended and Restated Limited Liability Company Agreement, as it may hereafter be amended or modified from time to time.

“ Assignee ” shall have the meaning given to such term in Section 8.11.1 .

“ Assumed Tax Rate ” means, with respect to a Fiscal Year, the highest effective marginal combined federal, state and local income tax rate applicable to the Member having the highest combined income tax bracket, taking into account the character ( e.g. , long-term or short-term capital gain or ordinary or tax-exempt) of the applicable income.

“ Bankruptcy ” or “ Bankrupt ” means, with respect to any Person, that (a) such Person (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for such Person a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of such Person’s or of all or any substantial part of such Person’s properties; or (b) against such Person, a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law has been commenced and 120 days have expired without dismissal thereof or with respect to which, without such Person’s consent or acquiescence, a trustee, receiver, or liquidator of such Person or of all or any substantial part of such Person’s properties has been appointed and 120 days have expired without the appointment having been vacated or stayed, or 120 days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.

“ Bankruptcy Notice ” shall have the meaning set forth in Section 8.6 .

“ Board ” means the board of Managers of the Company.

“ Breaching Member ” shall have the meaning set forth in Section 7.4.3 .

“ Business ” means, with respect the Company and/or its subsidiaries, (a) researching and further developing technology used in the microbial conversion of natural gas to certain classes of liquid fuels and lubricants, as well as their components ( e.g. , isobutanol), (b) building and developing platform(s) for such bioconversion processes, (c) proving such platform(s), (d) commercializing such platform(s) and (e) further leveraging such platform(s) to add new biocatalysts for the production of other higher value compounds of interest.

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Call Closing ” shall have the meaning set forth in Section 8.7.4 .

“ Call Closing Date ” shall have the meaning set forth in Section 8.7.4 .

“ Call Option Notice ” shall have the meaning set forth in Section 8.7.1.

“ Call Right ” shall have the meaning set forth in Section 8.7.1 .

“ Call Unit ” shall have the meaning set forth in Section 8.7.1 .

“ Capital Account ” shall have the meaning set forth in Section 3.7 .

“ Capital Event ” means (a) a sale of substantially all of the assets of the Company or any Affiliate of the Company, or (b) any other transaction that occurs outside of the ordinary course of business of the Company or any Affiliate of the Company.

“ Capital Contribution ” means, when used with respect to any Member, except as provided herein, the aggregate amount of capital contributed to the Company by such Member on a date or a series of related contribution dates, and shall be further designated with respect to each Interest as being an Initial Capital Contribution or Additional Capital Contribution. The amount of the Capital Contribution shall be the sum of money and the fair market value of any property or services, as determined by the Board as of the date contributed by the Member, net of any liabilities assumed by the Company or subject to the contributed property under Code Section 752 and the Regulations thereunder.

“ Cash Flow ” means for any period the Gross Receipts of the Company for such period less Company expenses for such period less any reserves for such period held in the discretion of the Board for other liabilities of the Company, or for taxes withheld pursuant to Section 4.8 , less any amounts invested by the Company in tangible or intangible assets, plus any Company expenses that did not require the expenditure of cash during such period (such as depreciation or amortization).

“ Cash Flow from a Capital Event ” means Cash Flow that, as determined by the Board, is (a) attributable to a Capital Event, and (b) not Cash Flow from Liquidation.

“ Cash Flow from Liquidation ” means Cash Flow that, as determined by the Board, is attributable to the liquidation of the Company under Article 9 .

“ Cash Flow from Operations ” means Cash Flow that, as determined by the Board, is not (a) Cash Flow from a Capital Event, or (b) Cash Flow from Liquidation.

“ Certificate of Formation ” shall have the meaning set forth in the Recitals to this Agreement.

“ Change of Control ” means, with respect to Intrexon, such time as (a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Intrexon and its subsidiaries, taken as a whole, to any “person” (within the meaning of Section 13(d) of the Exchange Act) (other than to Intrexon and its subsidiaries); (b) a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than any existing stockholder of Intrexon as of the Effective Date, becomes the ultimate “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of the voting stock of Intrexon on a fully diluted basis, and such ownership represents a greater percentage of the total voting power of the voting stock of Intrexon, on a fully diluted basis, than is held by the existing stockholders of Intrexon on such date; (c) individuals who on the Effective Date constituted the board of directors of Intrexon (together with any new directors whose election by Intrexon’s board of directors or whose nomination by the board of directors for election by Intrexon’s stockholders was approved by a vote of at least a majority of the members of the board of directors then in office who were members of the board of directors as of the Effective Date) cease for any reason to constitute a majority of the members of the board of directors then in office; or (d) Intrexon consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Intrexon, in any such event pursuant to a transaction in which any of the outstanding voting stock of Intrexon or such other Person is converted into or exchanged for cash, securities or other property where immediately after such transaction, a “person” or “group” (as defined above), other than any existing stockholder as of the Effective Date, becomes the ultimate beneficial owner (as defined above) of 50% or more of the voting power of the voting stock of the surviving or transferee Person.

“ Claim ” shall have the meaning set forth in Section 6.4.2 .

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision(s) of succeeding law.

“ Company ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Contribution Notice ” shall have the meaning set forth in Section 3.2.2(b) .

“ Conveyance Triggering Event ” means (a) the agreement by the Board to cause the sale, conveyance, exchange or assignment by Members or Assignees, in one transaction or series of related transactions, of 50% or more of the Outstanding Units of the Company to Persons who, prior to such sale, did not own more than 50% of the Outstanding Units of the Company; or (b) a public offering, pursuant to a registration statement under the Securities Act of 1933, of any capital interests of the Company and/or an Affiliate of the Company.

“ Culpable Act ” means, with respect to any Person, such Person’s bad faith, fraud or willful misconduct in carrying out such Person’s obligations under this Agreement, or such Person’s receipt of a personal benefit in violation or breach of any provision of this Agreement which, in each case, results in a material adverse effect on the Company.

“ Cure Period ” shall have the meaning set forth in Section 3.2.2(d).

“ Default Notice ” shall have the meaning set forth in Section 3.2.2(d).

“ Default Purchase Price ” shall have the meaning set forth in Section 3.2.2(d) .

“ Defaulting Member ” shall have the meaning set forth in Section 3.2.2(d) .

“ Delinquent Capital Contribution ” shall have the meaning set forth in Section 3.2.2(d) .

“ Depreciation ” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such Fiscal Year or other period; provided, however, that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year or other period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction with respect to such asset for such Fiscal Year or other period bears to such beginning adjusted tax basis; and provided further, that if the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year or other period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managers.

“ Derivative Securities ” means, with respect to a particular issuer, securities of such issuer that are exercisable or exchangeable for, or convertible into, equity securities of such issuer, excluding (a) any securities which are exercisable or exchangeable for, or convertible into, equity securities of such issuer where such securities are issued or delivered to any lender to the issuer or any of its Affiliates or to any purchaser of any debt security issued by the issuer or any of its Affiliates, in each case in connection with the incurrence of, or any amendment or waiver in connection with, the indebtedness to such lender or represented by such debt security, as the case may be, and (b) convertible or exchangeable notes and other convertible, exchangeable or derivative debt instruments.

“ Disabled ” or “ Disability ” means that an individual is unable to perform substantially all of his duties as a manager, employee or consultant of the Company or any of its subsidiaries, as the case may be, due to injury, illness, or disability (physical or mental) and the disability either (a) remains in effect for any 90 consecutive days or (b) remains in effect for any combination of 180 days (whether consecutive or not) out of any 360 day period.

“ Drag Along Purchaser ” shall have the meaning set forth in Section 8.9.1 .

“ Drag Notice ” shall have the meaning set forth in Section 8.9.2 .

“ Drag Percentage ” shall have the meaning set forth in Section 8.9.1 .

“ ECC ” means that certain Exclusive Channel Collaboration Agreement between Intrexon and the Company dated of even date herewith, as amended from time to time in accordance with its terms.

“ Effective Date ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Encumbrance ” means any lien, order, security interest, contract, easement, covenant, community property interest, equitable interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, disposition, receipt of income, or exercise of any other attribute of ownership.

“ Extended Rights Period ” shall have the meaning set forth in Section 7.9.3 .

“ Fair Market Value ” shall have the meaning set forth in Section 8.10.1 .

“ Final Determination ” means (a) a determination (following all appeals) by a court of competent jurisdiction, (b) a determination made through binding arbitration or other final alternative dispute resolution process agreed to by the parties, or (c) a written admission of a Person specifically stating that such admission shall constitute a Final Determination against such Person for purposes of this Agreement.

“Financial Statements” means the Company’s balance sheet and statements of operations, cash flows and shareholders’ equity for the period indicated.

“ Fiscal Year ” means the 12 month period ending December 31 of each year; provided that the first Fiscal Year shall be the period beginning on the Effective Date and ending on December 31, 2014, and the last Fiscal Year shall be the period beginning on January 1 of the calendar year in which the final liquidation and termination of the Company is completed and ending on the date such final liquidation and termination is completed (to the extent any computation or other provision herein provides for an action to be taken on a Fiscal Year basis, an appropriate proration or other adjustment shall be made in respect of the first or final Fiscal Year to reflect that such period is less than a full calendar year period).

“ GAAP ” means generally accepted accounting principles in the United States as in effect from time to time.

“ Governmental Entity ” means any domestic or foreign court, administrative or regulatory agency or commission, department or other governmental body, authority or instrumentality.

“ Gross Asset Value ” means, with respect to any asset, such asset’s adjusted basis for federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as agreed to by the contributing Member and the Managers;

(b) the Gross Asset Value of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Managers, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution or in exchange for services; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for an interest in the Company; and (iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to Clause (i) and Clause (ii) of this sentence shall be made only if the Managers reasonably determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(c) the Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution, as determined by the Managers; and

(d) The Gross Asset Values of Company assets shall be adjusted to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to Paragraph (a) or Paragraph (b) above, such Gross Asset Value shall thereafter be adjusted by the depreciation taken into account with respect to such asset for purposes of computing Net Profits and Losses.

“ Gross Receipts ” means all revenues and receipts, calculated on a cash basis, from the conduct of the Business from all sources but excluding amounts contributed by the Members to the capital of the Company (other than such amounts paid by the Board to reimburse the Company for any operating expenses).

“ Indemnified Party ” shall have the meaning set forth in Section 6.4.2 .

“ Independent Accountant ” shall have the meaning set forth In Section 5.6 .

“ Initial Capital Contribution ” means the amount of the Capital Contribution a Member is to make at the time of its admission to the Company, either as of the Effective Date or as of the date of their admission as an Additional Member.

“ Interest ” means the entire interest of a Member in the Company at any particular time, including the right of such Member to any and all benefits associated with such interest and the Capital Account to which a Member may be entitled as provided in this Agreement, together with the obligations of such Member to comply with all the terms and provisions of this Agreement.

“ Intrexon ” means Intrexon Corporation, a Virginia corporation and any successor or permitted assign.

“ Intrexon Designees ” shall have the meaning set forth in Section 6.1.2 .

“ Intrexon Units ” means those Units of Interest in the Company issued to Intrexon and any of its assigns or successors in interest pursuant to Section 3.1 as of the Effective Date.

“ Investor ” means those Persons listed on Exhibit A attached hereto.

“ Investor Designees ” shall have the meaning set forth in Section 6.1.2 .

“ Investor Ownership Percentage ” means, as of a particular time for an Investor and its Affiliates, the amount, expressed as a percentage, obtained by dividing (a) the aggregate number of Units owned by such Investor and each of its Affiliates at such time, by (b) the total number of Units owned by all of the Investors and their respective Affiliates at such time.

“ Investor Pro Rata Basis ” means, at any specified time for a specific Investor, that portion of the Interest that is available for purchase determined by taking such Investor’s Units held at such time, and dividing it by the total Units held by such Investor and all other Investors at such time.

“ Investor Units ” means, with respect to each Investor, those Units of Interest in the Company issued to such Investor and any of its assigns or successors in interest pursuant to Section 3.1 as of the Effective Date.

“ Manager ” means each Person appointed pursuant to Section 6.1 or any other Person that succeeds any of them as a Manager of the Company as provided herein.

“ Members ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Net Profit ” or “ Net Loss ” means for each Fiscal Year or other relevant period, an amount equal to the Company’s taxable income or taxable loss for such Fiscal Year or period as determined under Section 703(a) of the Code, and Regulations Section 1.703-1, but with the following adjustments:

(a) Any tax-exempt income, as described in Section 705(a)(1)(B) of the Code, realized by the Company during such Fiscal Year shall be added to such taxable income or taxable loss;

(b) Any expenditures of the Company described in Section 705(a)(2)(B) of the Code for such Fiscal Year or treated as being so described in Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in this subsection shall be subtracted from such taxable income or taxable loss;

(c) In the event the Gross Asset Value of any Company asset is adjusted in accordance with Paragraph (b) or Paragraph (c) of the definition of “Gross Asset Value,” the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Profits or Losses;

(d) Gain or loss resulting from any disposition of any asset of the Company with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(e) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period, computed in accordance with the definition of “Depreciation;” and

(f) Any item of income, gain, loss or deduction that is required to be allocated to a Member under Section 4.4 or Section 4.5 shall not be taken into account in computing such taxable income or taxable loss.

This definition is intended to comply with the Regulations and any and all other items which must be included in Net Profit or Net Loss in order for this Agreement to comply with said Regulations shall be included in such concept. Notwithstanding any other provision of this definition, any items of income, gain, deduction, loss or credit that are specially allocated shall not be taken into account in computing Net Profit or Net Loss. The intent of this definition is that no reference to Net Profit or Net Loss include such specially allocated items.

“ Non-Defaulting Member ” shall have the meaning set forth in Section 3.2.2(d).

“ Notice Date ” shall have the meaning set forth in Section 8.10.1 .

“ Officer ” shall have the meaning set forth in Section 6.2.4(b) .

“ Outstanding Units ” means, with respect to a specified date, the total number of issued and outstanding Units.

“ Ownership Percentage ” means, as of a particular time for a Member and its Affiliates, the amount, expressed as a percentage, obtained by dividing (a) the aggregate number of Units owned by such Member and each of its Affiliates at such time, by (b) the total number of Units issued and outstanding at such time.

“ Permitted Transfer ” means, with respect to each Person bound by the terms of this Agreement, the Transfer of Interests to a Person that is an Affiliate of such Person; provided that in the event any such Affiliate ceases to be an Affiliate of the transferring Member due to such Member’s Transfer of its direct or indirect interest in such Affiliate, such transferring Member shall cause such Affiliate to transfer to such Member or another Affiliate of such Member all Interests owned by such Affiliate immediately prior to the time such Affiliate would cease to be an Affiliate of such Member, provided , further , that if such transfer of Interests does not occur prior to such disposition of such interest in such Affiliate, such disposition shall be deemed a Transfer that is subject to all of the restrictions as set forth in Article 8 .

“ Person ” means any individual, partnership, corporation, firm, limited liability company, trust or other legal entity.

“ Preemptive Rights Election Period ” shall have the meaning set forth in Section 7.9.2 .

“ Preemptive Rights Notice ” shall have the meaning set forth in Section 7.9.1 .

“ Prime Rate ” means the per annum interest rate that is published (whether or not actually changed in each instance) from time to time (adjusted daily) by The Wall Street Journal, Eastern (United States) Edition, in the “Money Rates” section as the “Prime Rate.” In the event The Wall Street Journal discontinues the quotation of such rate or in the event the same ceases to be readily ascertainable, the Board shall designate as the Prime Rate another published equivalent rate of interest that is readily ascertainable and is appropriate, as the case may be. In the event that The Wall Street Journal shall publish the Prime Rate as being a range, rather than a single number, then the Prime Rate for the purposes of this Agreement shall be the simple average of the two rates that comprise the end-points of such range.

“ Pro Rata Basis ” means, at any specified time for a specific Member, that portion of the Interest that is available for purchase determined by taking such Member’s Units held at such time, and dividing it by the total Units held by such Member and all other Members at such time.

“ Proceeding ” shall have the meaning set forth in Section 6.4.2 .

“ Project Plan ” shall have the meaning set forth in the ECC.

“ Proposed Purchaser ” shall have the meaning set forth in Section 8.8.1 .

“ Proposed Sale ” shall have the meaning set forth in Section 8.8.1 .

“ Proposed Terms ” shall have the meaning set forth in Section 11.6 .

“ Purchase Price ” shall have the meaning set forth in Section 8.7.2 .

“ Purchaser ” shall have the meaning set forth in Section 8.10.1 .

“ Regulations ” means the United States Department of Treasury Regulations (including temporary Regulations) promulgated under the Code, as such regulations may be amended, modified or supplemented from time to time.

“ Released Party ” shall have the meaning set forth in Section 6.4.1 .

“ Representative(s) ” shall have the meaning set forth in Section 11.16 .

“ ROFR Notice ” shall have the meaning set forth in Section 8.4.1 .

“ Sale Notice ” shall have the meaning set forth in Section 8.8.1 .

“Sale Request” shall have the meaning set forth in Section 8.8.1 .

“ Securities Act ” means the United States Securities Act of 1933, as amended.

“ Sell ” shall have the meaning set forth in Section 8.8.1 .

“ Seller ” shall have the meaning set forth in Section 8.10.1 .

“ Selling Member(s) ” shall have the meaning set forth in Section 8.7.1 .

“ Substituted Member ” means any Person admitted to the Company as a Member pursuant to the provisions of Section 8.13 .

“ Super-Majority of Members ” means Members holding more than 70% of the Interests at the time in question.

“ Super-Majority of the Board ” means more than 60% of the Managers on the Board at the time in question.

“ Support Memorandum ” shall have the meaning set forth in Section 11.6 .

“ Tax Liability Amount ” means, with respect to a Member, for any given Fiscal Year, an amount equal to (a) the Assumed Tax Rate multiplied by (i) the taxable income and gain allocated to such Member for such Fiscal Year (as shown on the applicable Internal Revenue Service Form 1065 Schedule K-1 filed by the Company), excluding partner-level taxable income adjustments made under Code Section 743(b), minus (ii) the cumulative losses that have been allocated to such Member to the extent such losses have not previously reduced taxable income and gain pursuant to this provision, minus (b) the sum of (i) such Member’s pro rata share of any creditable foreign taxes imposed on and paid by the Company to a non-U.S. governmental authority, and (ii) the amount, if any, of taxes withheld by the Company pursuant to Section 4.8 with respect to such Member.

“ Tax Matters Partner ” shall have the meaning set forth in Section 5.5 .

“ Transfer ” means, with respect to a specified Interest, any transfer, sale, pledge, hypothecation, encumbrance, disposal or assignment of all or any portion of such Interest, whether voluntarily, by merger or consolidation or by operation of law, by court order, by judicial process, or by foreclosure, levy, or attachment, and whether effected during the Transferring Member’s existence.

“ Transferor ” shall have the meaning set forth in Section 8.8.1 .

“ Transferring Member ” shall have the meaning set forth in Section 8.4.1 .

“ Units ” means, with respect to any Member, the equal proportionate units into which the common Interests in the Company have been divided and assigned to such Member in accordance with Section 3.1 .

“ Unrecovered Capital ” means with respect to a Member, the aggregate Capital Contributions of such Member minus distributions to such Member pursuant to Section 4.7.1 .

Section 1.2 Terms Generally . For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) all pronouns and all variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or entity may require;

(b) the terms defined in this Article (or elsewhere herein) include both the plural and the singular;

(c) the words “ herein ,” “ hereof ” and “ hereunder ” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(d) the reference in this Agreement to a Section, Exhibit or Article shall refer to a Section or Article of, or an Exhibit to, this Agreement unless otherwise clearly indicated to the contrary; and

(e) the words “ including ” and “ include ” and other words of similar import shall be deemed to be followed by the phrase “ without limitation .”

Section 1.3 Other Definitions . In addition to the terms defined in Section 1.1 , other terms will have the definitions provided elsewhere in this Agreement.

ARTICLE 2

FORMATION; OPERATING GUIDELINES

Section 2.1 Formation of Company . On December 11, 2013, the Company was formed as a Delaware limited liability company by the filing with and issuance of the Certificate of Formation by the Secretary of State of the State of Delaware in accordance with the provisions of the Act. The Members hereby agree to execute and file any required documents with the Delaware Secretary of State and shall do all other acts requisite for the constitution of the Company as a limited liability company pursuant to the Act or any other applicable law. The rights and obligations of the Members shall be governed by this Agreement and by the Act. If there is a conflict between the provisions of this Agreement and the Act, the provisions of the Act shall control (it being understood, however, that if the Act provides for a particular rule but allows the members of a limited liability company to provide to the contrary in their limited liability company agreement, and if the parties hereto have so provided hereunder, then such provisions shall not be deemed to constitute a conflict for purposes of the foregoing).

Section 2.2 Company Name . The Business shall be conducted under the name of “ Intrexon Energy Partners, LLC ” and under such name or such assumed names as the Board deems necessary or appropriate to comply with the requirements of any other jurisdiction in which the Company may be required to qualify. The Board is authorized to change the Company name at any time without the consent of the Members.

Section 2.3 Term . The term of the Company shall commence as of the date of formation and shall continue in full force and effect until the dissolution, winding up and termination of the Company in accordance with Article 9 .

Section 2.4 Scope of Members’ Authority . Except as otherwise expressly and specifically provided in this Agreement, no Member solely by virtue of its status as a Member shall have any authority to bind, to act for, to sign for or to assume any obligation or responsibility on behalf of the Company.

Section 2.5 Registered Office and Agent . The Company’s registered agent in Delaware is The Corporation Trust Company, having an address of Corporation Trust Center, 1209 Orange St., Wilmington, Delaware 19801. The Company may change its registered agent to such person as may at any time or from time to time be determined by the Board.

Section 2.6 Principal Office . The principal office of the Company shall be 20374 Seneca Meadow Parkway, Germantown, Maryland 20876 or such other location as the Board may select. The Company may change its place of business to such location as may at any time or from time to time be determined by the Board. The mailing address of the Company shall be 20374 Seneca Meadow Parkway, Germantown, Maryland 20876, or such other address as may be selected from time to time by the Board. The Board may change the Company’s mailing address to such location at any time.

Section 2.7 Purpose . The purpose and character of the business of the Company is to transact any or all lawful business for which limited liability companies may be formed under the Act.

ARTICLE 3

CAPITAL CONTRIBUTIONS

Section 3.1 Authorization and Issuance of Interests . The Company shall be authorized to issue Units representing the Interests to the Members who are parties to this Agreement as of the Effective Date, and to all other Persons thereafter who become Members in accordance with the terms and conditions of this Agreement.

Section 3.2 Capital Contributions of the Members .

3.2.1 Initial Capital Contributions . Each of the Members admitted to the Company as of the Effective Date shall have contributed, or shall contribute, cash, property and/or services to the Company as set forth on Schedule 1 attached hereto and hereby made a part of this Agreement. Such cash, property and/or services shall be each such Member’s Initial Capital Contribution. Upon making its Initial Capital Contribution, each Member shall receive the number of Units set forth opposite the name of such Member on Schedule 1 attached hereto, as adjusted from time to time pursuant to the terms of this Agreement.

3.2.2 Committed Additional Capital Contributions .

(a) Each of Intrexon and the Investors (collectively, with individual contributions based on Investor Pro Rata Basis in accordance with such Investor’s Investor Ownership Percentage at the time of the Contribution Request) hereby agrees to make Additional Capital Contributions of up to $25 million in accordance with this Section 3.2.2 as set forth on Schedule 1 .

(b) In the event the Board reasonably determines that Additional Capital Contributions are required by the Company for capital expenditures of the Company in accordance with the Project Plan, the Board shall request Additional Capital Contributions from the Members by delivery of a written notice (each, a “ Contribution Notice ”) to the Members specifying: (i) the aggregate amount of the Additional Capital Contribution required, (ii) the amount of the Additional Capital Contribution required to be contributed by each Member, (iii) the funding and wire instructions, and (iv) the due date for the Additional Capital Contribution. The due date for the Additional Capital Contributions shall not be less than thirty (30) days following the date on which the Contribution Notice is received by a Member.

(c) Each Member shall make its proportionate share of the requested Additional Capital Contribution no later than the date the Additional Capital Contribution is due as specified in the Contribution Notice.

(d) If a Member defaults (“ Defaulting Member ”) by not making any required Additional Capital Contribution pursuant to this Section 3.2.2 (a “ Delinquent Capital Contribution ”) on the date specified in a Contribution Notice delivered to such Member pursuant to this Agreement, Company shall give written notice (“ Default Notice ”) to the Defaulting Member, and the Defaulting Member shall have 15 days from receipt of the Default Notice (a “ Cure Period ”) within which to cure the default by contributing the entire amount of the Delinquent Capital Contribution. If a Defaulting Member does not cure its failure to make a Delinquent Capital Contribution prior to the expiration of the applicable Cure Period, the Company and the other Members who are not in default (the “ Non-Defaulting Members ”), in addition to the remedies set forth in Section 11.17 , shall have the right and option to purchase all or any portion of the Units owned by the Defaulting Member and its Affiliates, as the case may be, at 100% of the amount of such Defaulting Member’s and its Affiliates’ Initial Capital Contribution (the “ Default Purchase Price ”) on the terms set forth in this Section 3.2.2(d) . Notice of the exercise of the option granted pursuant to this Section 3.2.2(d) shall be given by the Company to the Defaulting Member within 90 days of the date on which Defaulting Member fails to make the Additional Capital Contribution pursuant to this Section 3.2.2 .

(e) As between the Company and the Non-Defaulting Members, the Company has the first and prior right to purchase all or any portion of the Units of the Defaulting Member and/or its Affiliates, as the case may be, and the Non-Defaulting Members have the right to purchase all or any portion of the remaining Units of the Defaulting Member and/or its Affiliates, as the case may be, not purchased by the Company on a Pro Rata Basis (excluding the Interest of the Defaulting Member), or as the Non-Defaulting Members may otherwise agree among themselves. Closing of the purchase of a Defaulting Member and its Affiliates Units shall be consummated within ten days following such Defaulting Member’s receipt of such notice from the Company. Defaulting Member and/or its Affiliates, as applicable, shall deliver to the Company or the purchasing Non-Defaulting Members, as applicable, duly executed written instruments of transfer of such Units, in form and substance satisfactory to the transferees, and the Units being free and clear of any Encumbrances, together with any other documents reasonably required to be executed in connection with the contemplated transaction. If the Defaulting Member or its Affiliates, as applicable, fail to deliver the documentation required by this Section 3.2.2(d) , from and after the Company’s or the Non-Defaulting Members’ deposit of the Default Purchase Price, the applicable Units shall be deemed for all purposes (including the right to vote, receive payment of distributions and exercise rights under this Agreement) to have been transferred to the purchaser(s) thereof, the Company shall revise Schedule I and the Units registered in the name of the Defaulting Member and its Affiliates, as applicable, shall be deemed to have been canceled and to represent solely a right to receive payment of the Default Purchase Price.

(f) Upon the delivery of the Default Notice, the Defaulting Member’s voting rights and rights under Section 7.9 shall terminate; provided , however , that if the Defaulting Member cures the default as provided in Section 3.2.2(d) , then the Defaulting Member’s voting rights and rights under Section 7.9 shall be reinstated.

3.2.3 No Additional Member Funding and Additional Members . Except for the Additional Capital Contributions required pursuant to Section 3.2.2 , no Additional Capital Contributions shall be made by the Members without the approval of the Board; provided that no Member shall be required to make any Additional Capital Contribution without such Member’s consent; provided that upon receipt of such consent, the Board shall give notice to all of the Members notifying them as to the total amount of Additional Capital Contributions needed and the amount to be contributed by each of the Members on the same day on a Pro Rata Basis in accordance with such Member’s Ownership Percentage on such day. The Members acknowledge and agree that the failure of a Member to consent to make an Additional Capital Contribution (a) shall not prohibit the Company from receiving Additional Capital Contributions that are approved by the Board in accordance with the first sentence of this Section 3.2.3 or from issuing new Interests in respect thereof, and (b) in the event that the Company determines to issue new Interests in respect of such Additional Capital Contributions, the Interest of the Member failing to give consent shall be appropriately diluted by the issuance of such new Interests.

Section 3.3 Company Capital .

3.3.1 No Member shall be paid interest on any Capital Contribution.

3.3.2 No Member shall have the right to resign or withdraw all or any part of its Capital Contributions or to demand to receive any return on any portion of its Capital Contributions, except as may be otherwise specifically provided in this Agreement.

3.3.3 Under circumstances involving a return of any Capital Contribution, no Member shall have the right to receive property other than cash, except as specifically provided herein.

3.3.4 Except as otherwise expressly provided in this Agreement, no Member shall have any priority over any other Member as to the return of its Capital Contributions or as to compensation by way of income.

Section 3.4 Liability of Members .

3.4.1 Neither the Company nor any Member shall, by virtue of executing this Agreement, be responsible or liable for any indebtedness, contracts, or obligations of the Company or any other Member incurred or arising either before or after the Effective Date of this Agreement, except to the extent provided in the Act or as to those responsibilities, liabilities, indebtedness, or obligations expressly assumed by the Company or the Member, as the case may be, in writing as of the Effective Date or after the Effective Date pursuant to and as limited by the terms of this Agreement.

3.4.2 No Member shall have any liability or obligation to the Company or to the other Members (a) to make Additional Capital Contributions to the Company (except as set forth in Section 3.2.2 ), (b) to make any loans to the Company, (c) to endorse or guarantee the payment of any loan to the Company, or (d) otherwise to make any payment to or on behalf of the Company, except as expressly set forth in this Agreement.

3.4.3 The Board shall not be liable for the return of all or any portion of the Capital Contributions of any Member.

Section 3.5 Loans by Members or Affiliates . Any Member or any Affiliate of a Member may (but shall not be obligated to) at any time, upon obtaining the consent of the Board, loan money pursuant to commercially reasonable terms and conditions to the Company to finance Company operations, to finance or refinance the assets of the Company, to pay the debts and obligations of the Company, or for any other Company purpose, which loan shall be treated the same as if coming from a third party and the making of such loan shall not affect the Ownership Percentage of any Members. If any Member or an Affiliate of any Member lends funds to the Company, such Member or such Affiliate shall be entitled to receive interest on such loan, at a reasonable interest rate to be agreed upon by such Member or such Affiliate and the Board.

Section 3.6 Reduction of Capital Accounts . Any distribution to a Member, whether pursuant to Section 4.7 or Section 9.2.3 , or any other section of this Agreement, shall reduce the amount of such Member’s Capital Account in accordance with Section 3.7 , but no adjustment in the number of Units owned by any Member shall be made on account of any such distribution, except as otherwise specifically provided in this Agreement.

Section 3.7 Capital Accounts .

3.7.1 Separate “ Capital Accounts ” shall be maintained for each Member in the manner required by Section 1.704-1(b)(2)(iv) of the Regulations. To the extent consistent therewith, each Member’s Capital Account shall be equal to the sum of the following:

(a) the amount of any cash and the fair market value of any property (as determined as of the date of the Capital Contribution by the Board) that the Member contributes to the Company (net of liabilities securing the property that the Company is considered to assume or take subject to under Section 752 of the Code); plus

(b) the aggregate Net Profit and items in the nature of income or gain allocated to the Member under Article 4 of this Agreement or other positive adjustment required by the Regulations; minus

(c) the amount of any cash and the fair market value of any property (as determined by the Board pursuant to the most recent third-party valuation of the Company’s assets) distributed to the Member (net of liabilities securing the property that the Member is considered to assume or take subject to under Section 752 of the Code), as of the date of distribution; and minus

(d) the aggregate Net Loss and items in the nature of deduction or losses allocated to the Member under Article 4 of this Agreement or other negative adjustment required by the Regulations.

3.7.2 The Capital Accounts of the Members shall be adjusted to reflect a revaluation of Company property (as established by the Board) in the manner set forth in Section 1.704-1(b)(2)(iv)(f) of the Regulations as of the following times: (a) the issuance of an Interest by the Company to a Member; (b) the acquisition of an additional Interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (c) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for the redemption of an Interest in the Company; or (d) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided , however , that adjustments pursuant to clauses (a) and (b) above shall be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members of the Company.

3.7.3 If, pursuant to Sections 1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f) of the Regulations, Company property is reflected on the books of the Company at a book value that differs from the adjusted tax basis of such property, the Members’ Capital Accounts shall be adjusted in accordance with Section 1.704-1(b)(2)(iv)(g) of the Regulations for allocations of depreciation, and of gain or loss as computed for book purposes, with respect to such property.

3.7.4 In accordance with Section 1.704-1(b)(2)(iv)(d) of the Regulations, if the Company distributes property in kind to Members, the Capital Accounts will be adjusted first to reflect the manner in which any unrealized gain or loss inherent in the property would have been allocated among the Members as if the property had been sold instead for fair market value (as determined as of the date of distribution by the Board pursuant to the most recent third party valuation of the Company’s assets) to the extent not already reflected.

3.7.5 Upon the sale, transfer, assignment or other disposition of an Interest in the Company after the Effective Date, the Capital Account of the transferor Member that is attributable to the transferred Interest will be carried over to the Substituted Member.

3.7.6 The Capital Accounts shall be adjusted as required by Section 1.704-1(b)(2)(iv)(m) of the Regulations upon an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b).

3.7.7 The foregoing provisions of Section 3.7.6 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Board shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or the Members), are computed in order to comply with such Regulations, the Board may make such modification.

ARTICLE 4

ALLOCATIONS AND DISTRIBUTIONS

Section 4.1 Allocations of Profits and Losses . For each Fiscal Year of the Company, after adjusting each Member’s Capital Account for all Capital Contributions and distributions during such Fiscal Year and all special allocations pursuant to Section 4.4 with respect to such Fiscal Year, all Profits and Losses (other than Profits and Losses specially allocated pursuant to Section 4.4) shall be allocated to the Members’ Capital Accounts in a manner such that, as of the end of such Fiscal Year, the Capital Account of each Member (which may be either a positive or negative balance) shall be equal to (a) the amount which would be distributed to such Member, determined as if the Company were to sell all of its assets for the Gross Asset Value thereof, pay all liabilities allocable to such assets according to their terms (limited, with respect to each nonrecourse liability, to the Gross Asset Value of the assets securing such liability) and distribute the proceeds thereof pursuant to Section 9.6, minus (b) the sum of (i) such Member’s share of Company Minimum Gain (as determined according to Treasury Regulation Section 1.704-2(d) and (g)(3)) and Member Nonrecourse Debt Minimum Gain (as determined according to Treasury Regulation Section 1.704-2(i)) and (ii) the amount, if any, which such Member is obligated to contribute to the capital of the Company as of the last day of such Fiscal Year.

Section 4.2 Loss Limitation . Notwithstanding anything to the contrary in Section 4.1 , the amount of items of Company expense and loss allocated pursuant to Section 4.1 to any Member shall not exceed the maximum amount of such items that can be so allocated without causing such Member to have an Adjusted Capital Account Deficit at the end of any taxable year. All such items in excess of the limitation set forth in this Section 4.2 shall be allocated first to Members who would not have an Adjusted Capital Account Deficit, pro rata in proportion to their Capital Account balances as adjusted in accordance with the definition of Adjusted Capital Account Deficit.

Section 4.3 Tax Allocations . Except as provided in Section 4.8 , for income tax purposes, Company income, gain, loss, deduction or credit (or any item thereof) for each Fiscal Year shall be allocated to and among the Members in order to reflect the allocations made pursuant to the provisions of this Article 4 for such Fiscal Year (other than allocations of items that are not deductible or are excluded from taxable income).

Section 4.4 Special Allocations . Prior to any allocation of Net Profit or Net Loss pursuant to Section 4.1 , the following special allocations shall be made in the following order:

4.4.1 Minimum Gain Chargeback . To the extent required by Section 1.704-2(f) of the Regulations, if there is a net decrease in “ partnership minimum gain ” (within the meaning of Section 1.704-2(b)(2) of the Regulations) in a Fiscal Year, then each Member will be allocated items of income and gain that Fiscal Year, before any other allocation of Net Profit or Net Loss, equal to that Member’s share of the net decrease in partnership minimum gain.

4.4.2 Member Minimum Gain Chargeback . If a Member suffers a net decrease in “ partner nonrecourse debt minimum gain ” (within the meaning of Section 1.704-2(i)(4) of the Regulations) in any Fiscal Year, then that Member will be allocated items of income and gain to the extent required by Section 1.704-2(i)(4) of the Regulations.

4.4.3 Qualified Income Offset . In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), Sections 1.704-1(b)(2)(ii)(d)(5) or Sections 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the negative Adjusted Capital Account Balance of such Member as quickly as possible, provided that an allocation pursuant to this Section 4.4.3 shall be made if and only to the extent that such Member would have a negative Adjusted Capital Account Balance after all other allocations provided for in this Article have been tentatively made as if this Section 4.4.3 were not in the Agreement.

4.4.4 Nonrecourse Deductions . If there are any “ nonrecourse deductions ” (within the meaning of Sections 1.704-2(b)(1) and 1.704-2(c) of the Regulations) in a Fiscal Year, then such deductions shall be allocated to the Members pro rata in proportion to their relative aggregate Capital Contributions.

4.4.5 Member Nonrecourse Deductions . If there are any “ partner nonrecourse deductions ” (within the meaning of Section 1.704-2(i)(1) of the Regulations) in a Fiscal Year, then such deductions will be allocated to the Member who bears the economic risk of loss for the “ partner nonrecourse liability ” (within the meaning of Section 1.704-2(b)(4) of the Regulations) to which the deductions are attributable.

Section 4.5 Other Allocation Rules . The following rules shall apply for purposes of making tax allocations:

4.5.1 For purposes of determining the Net Profit, Net Loss, or any other items allocable to any period, Net Profit, Net Loss, and any such other items shall be determined on a daily, monthly, or other basis, as selected by the Board using any permissible method under Code Section 706 and the Regulations.

4.5.2 If an amount paid or deemed paid by the Company to a Member (or an Affiliate thereof) as interest, a guaranteed payment, or a payment for property or services, is treated for federal income tax purposes as a distribution to a Member in its capacity as a member for tax purposes and is neither a guaranteed payment under Section 707(c) of the Code nor a payment under Section 707(a) of the Code to a Member not acting in its capacity as a Member, such Member shall be allocated as soon as possible an amount of the Company’s gross income or gain equal to the amount of such payment.

4.5.3 The Members are aware of the income tax consequences of the allocations made by this Article 4 and hereby agree to be bound by the provisions of this Article 4 in reporting their shares of Company income and loss for income tax purposes.

Section 4.6 704(c) Allocations . Notwithstanding any other provision of this Agreement to the contrary, any gain or loss and any depreciation and cost recovery deductions recognized by the Company for income tax purposes in any Fiscal Year with respect to all or any part of the Company’s property that is required or permitted to be allocated among the Members in accordance with Section 704(c) of the Code and any Regulations promulgated thereunder so as to take into account the variation, if any, between the adjusted tax basis of such property and the initial fair market value of such property at the time of its contribution to the Company shall be allocated to the Members for income tax purposes pursuant to the “traditional method” as defined in Treasury Regulation Section 1.704-3(b). If and when the Capital Accounts of the Members are required to be adjusted pursuant to Regulation Sections 1.704-1(b)(2)(iv)(f) or (g) with respect to a revaluation of any asset of the Company, then subsequent allocations of income, gain, loss, and deduction, including depreciation or deductions for cost recovery with respect to such asset, shall take into account any variation between the then existing adjusted basis of such asset for federal income tax purposes and the agreed value of such asset, as such computations may be required under Sections 704(b) and 704(c) of the Code and Regulation Section 1.704-1(b)(4)(i). Any elections or other decisions relating to such allocations shall be made by the Board in its sole and absolute discretion.

Section 4.7 Distributions . Except as otherwise provided in Section 9.2.3 (regarding Cash Flow from Liquidation), Cash Flow from Operations and Cash Flow from a Capital Event shall be distributed at such times and in such amounts as the Board determines in its sole and absolute discretion as set forth in this Section 4.7 .

4.7.1 First, to each Member in accordance with its Unrecovered Capital, until the Unrecovered Capital of each Member is zero; and

4.7.2 Second, to each Member in accordance with its Ownership Percentages.

Section 4.8 Tax Withholding . If the Company withholds or incurs any obligation to pay any amount in respect of taxes (including withholding taxes and any interest, penalties or additions to tax) imposed on income of or distributions made to any Member or former Member, any amount so required to be withheld or paid by the Company with respect to such Person shall be treated for all purposes of this Agreement as if it had been distributed to such Person pursuant to Section 4.7 at the time of such withholding or payment, and the Board shall cause the Company to give prompt written notice to such Person of the date and amount of such deemed distribution. Any withholding taxes withheld pursuant to this Section 4.8 shall be withheld at the maximum applicable statutory rate under the applicable tax law unless the Board shall have received an opinion of counsel or other evidence, satisfactory to the Board in its sole and absolute discretion, to the effect that a lower rate is applicable or that no withholding is applicable.

Section 4.9 Tax Distributions . Notwithstanding the foregoing provisions of Article 4 and subject to Section 4.10 , to the extent such funds are legally available for distribution, the total distributions to a Member for each Fiscal Year (and the 90-day period following such Fiscal Year) shall not be less than such Member’s Tax Liability Amount. To the extent that such minimum distributions requirement increases the amount of distributions beyond the amount to which a Member would be entitled in the absence thereof, the excess portion shall be considered a prepayment of future distributions allocable to such Member; provided that adjustments to any such future distributions to that Member shall not decrease such Member’s aggregate distributions below an amount necessary to meet the Tax Liability Amount for such Member for subsequent Fiscal Years.

Section 4.10 Prohibited Distributions . Notwithstanding anything to the contrary in this Agreement, no distribution shall be made to any Member if, and to the extent that, such distribution would not be permitted under the Act or other applicable law.

ARTICLE 5

ADMINISTRATIVE PROVISIONS; REPORTS

Section 5.1 Books of Account; Information Rights .

5.1.1 At all times during the continuance of the Company, the Board shall keep or cause to be kept true and complete books of account in which shall be entered fully and accurately each transaction of the Company. Such books shall be kept on the basis of the Fiscal Year in accordance with the cash method of accounting, except to the extent prohibited or modified by the Regulations.

5.1.2 Each Member shall be entitled to receive, for so long as such Member holds an Interest in the Company, the following:

(a) as soon as available, but not later than ninety (90) days after the end of each fiscal year of the Company after the date hereof, a copy of the Company’s Financial Statements as of the end of and for such fiscal year, which Financial Statements shall present fairly the financial condition as of such date and results of operations and cash flows for the periods indicated in conformity with GAAP applied on a consistent basis;

(b) prompt notice of any material litigation or material adverse claims or disputes with respect to the Company; provided, however, that the Company may take reasonable steps to preserve the confidentiality and attorney-client privilege with respect to any such litigation, claim or dispute, including withholding such information based on advice of outside counsel or requiring a confidentiality undertaking; and

(c) any material document relating to Company affairs delivered to any other Member of the Company in such Member’s capacity as a Member, subject to a confidentiality undertaking reasonably required by the Company.

Section 5.2 Availability of Books of Account .

5.2.1 All of the books of account referred to in Section 5.1 , together with an executed copy of this Agreement and the Certificate of Formation, and any amendments thereto, shall at all times be maintained at the principal office of the Company, and upon reasonable notice to the Board, shall, subject to Section 11.16 , be open to the inspection and examination of the Members or their representatives during reasonable business hours.

5.2.2 Notwithstanding the foregoing, the Members acknowledge and agree that they have no other right to inspect or examine or request to inspect or examine any other documents or information and that the Board may limit the inspection and examination of the Company’s books and records if a Member may be engaged in a competitive enterprise, in which event the Board will make such books and records available to a third party licensed attorney or certified public accountant after execution of a non-disclosure agreement reasonably acceptable to the Board.

Section 5.3 Bank Accounts . All funds of the Company shall be deposited in its name in an account or accounts maintained with a financial institution selected by the Board in its sole and absolute discretion.

Section 5.4 Tax Elections . The Company shall to the extent permissible under applicable law elect to be treated as a “partnership” for state and federal income tax purposes. Except as provided in the immediately preceding sentence, any and all federal, state or local tax elections and decisions for the Company shall be made by the Board in its sole and absolute discretion.

Section 5.5 Designation of Tax Matters Partner . Pursuant to Section 6231(a)(7)(A) of the Code, the Members hereby designate Intrexon as the Company’s “ Tax Matters Partner ”, who shall serve as such at the expense of the Company with all powers and authority granted to a Tax Matters Partner under the Code and to settle any tax related issues for and on behalf of the Company and its subsidiaries, if any. Each Member shall give prompt notice to the Tax Matters Partner of any and all notices it receives from the Internal Revenue Service concerning the Company, including any notice of audit and any notice of a deficiency in tax concerning the Company’s federal income tax return.

Section 5.6 Independent Accountant . The Company’s independent accountant (“ Independent Accountant ”) shall at all times be an independent certified public accounting firm selected by the Board with experience in accounting and auditing limited liability companies engaged in similar business to that of the Company.

Section 5.7 Reporting Compliance . In the event that Intrexon notifies the Company that Intrexon has reasonably concluded, after consultation with its outside advisors, that Intrexon will have to consolidate the Company’s financial statements with its own or otherwise evaluate any accounting or reporting matters pursuant to GAAP or regulatory requirements, for so long as Intrexon reasonably believes that such consolidation or evaluation is necessary, the Company shall comply with the following obligations:

5.7.1 Without limiting the generality of the books of account under Section 5.1 and Section 5.2 , the Company shall maintain at its principal place of business or, upon notice to Intrexon, at such other place as the Company shall determine:

(a) a copy of the Company’s federal, state, and local income tax returns and reports, if any; and

(b) minutes of meetings of the Company’s Managers and Members or actions by written consent in lieu thereof, redacted as necessary by the Company to exclude any sensitive or confidential information that Intrexon, by operation of law or contractual stipulation, is not permitted to receive.

5.7.2 The Company shall keep its books and records consistent with GAAP.

5.7.3 Intrexon at its own expense and upon reasonable notice, may examine any information it may reasonably request (including, to the extent the Company has the right to provide such, the work papers of the Company’s internal and Independent Accountants) and make copies of and abstracts from the financial and operating records and books of account of the Company, and discuss the affairs, finances and accounts of the Company with the Company and Independent Accountants of the Company, all at such reasonable times and as often as Intrexon or any agents or representatives of Intrexon may reasonably request. The rights granted pursuant to this Section 5.7.3 are expressly subject to compliance by Intrexon with the safety, security and confidentiality procedures and guidelines of the Company, as such procedures and guidelines may be established from time to time.

5.7.4 As soon as available but no later than 90 days after the end of each Fiscal Year, the Company shall cause to be prepared and Intrexon to be furnished with an audited balance sheet as of the last day of such Fiscal Year and an audited income statement, a statement of Members’ equity and statement of cash flows for the Company for such Fiscal Year and notes associated with each, in each case prepared in accordance with GAAP, together with a report of the Company’s Independent Accountant that such statements have been prepared in accordance with GAAP and present fairly, in all material respects, the financial position, results of operations and cash flows of the Company.

5.7.5 As soon as available but no later than 45 days after the end of each calendar quarter, the Company shall furnish to Intrexon an unaudited balance sheet as of the last day of such period, and an unaudited income statement, a statement of cash flows and a statement of Members’ equity for the Company for such period, in each case prepared in accordance with GAAP.

5.7.6 As requested by Intrexon on no more than a quarterly basis, a certificate, executed by an appropriate officer of the Company, certifying on behalf of the Company the following:

(a) The Company maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls that provide assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company and to maintain accountability for the Company’s consolidated assets; (iii) access to the assets of the Company is permitted only in accordance with management’s authorization; (iv) the reporting of assets of the Company is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis.

(b) The Company maintains controls and procedures to the extent such would be required of a publicly registered company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; any such controls and procedures are effective to ensure that all material information concerning the Company is made known on a timely basis to those individuals responsible for the preparation of any filings that may be required to be made by Intrexon with the Securities Exchange Commission and other public disclosure documents.

5.7.7 The Company shall promptly prepare and furnish to Intrexon any information, whether written or oral, requested by Intrexon that is reasonably necessary for purposes of Intrexon’s ongoing compliance with applicable law.

Section 5.8 Modification of Deadlines . The parties agree that the delivery deadlines in Section 5.7 will be modified to the extent necessary to ensure that such deliverables are provided by the Company no less than 30 days prior to the date necessary for Intrexon to meet any disclosure obligation under rules or regulations to which Intrexon may be or become subject from time to time. Intrexon will provide the Company with notice as promptly as practicable regarding any changes in Intrexon’s disclosure obligations that would require a change in delivery deadlines under this Section 5.8 .

ARTICLE 6

MANAGEMENT OF THE COMPANY

Section 6.1 Management of the Company .

6.1.1 Management of the Company by Board . Subject to the provisions of this Agreement, the Business, property and affairs of the Company shall be managed and all powers of the Company shall be exercised by or under the direction of the Board.

6.1.2 Designation of Managers .

(a) Number and Election of Managers . The number of Managers constituting the Board shall be fixed at five. The Board initially shall consist of two Persons appointed by Intrexon (the “ Intrexon Designees ”) and three Persons appointed by the Investors holding at least a majority of the Investor Ownership Percentage (the “ Investor Designees ”). Intrexon and the Investors shall each retain the right to appoint the number of Manager designees set forth in this Section 6.1.2(a) . The initial term for each Manager shall be for two years beginning on the Effective Date, and the Managers shall continue to be elected to two-year terms thereafter. Each Manager shall serve until the earlier of (i) the appointment of such Manager’s successor, (ii) the removal of such Manager in accordance with the terms of this Agreement, (iii) such Manager’s resignation, and (iv) such Manager’s death or Disability. A Manager may, but need not be, a Member.

(b) Resignation . Any Manager may resign at any time by giving written notice to the Members and the remaining Managers. The resignation of any Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice. Unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. Upon the resignation of any Manager, the Member(s) who appointed such resigning Manager may appoint a successor.

(c) Disability . A Manager may be removed by the Board upon the determination of the Board of such Manager’s Disability. The determination of Disability of a Manager is to be made in good faith by the Board, with such determination being binding on the Manager and may be set aside by a court or arbitrator only on a showing of bad faith of the Board by clear and convincing evidence. Upon the removal of a Manager for Disability, the Member(s) who appointed such Disabled Manager may appoint a successor.

(d) Removal . Any Manager may be removed at any time and with or without cause only by the Member(s) who appointed such Manager. Upon the removal of any Manager, the Member(s) who appointed such removed Manager may appoint a successor.

(e) Vacancies . Upon the vacancy of any Manager for any reason, the Member(s) who appointed the Manager whose position has been vacated may appoint a successor.

(f) Failure to Designate . In the event any Member entitled to designate a Manager pursuant to this Agreement chooses not to designate a Manager, (i) such Manager position(s) shall remain vacant and (ii) notwithstanding anything to the contrary in this Agreement, in the case of Intrexon, the existing Intrexon Designee(s) shall have the right to cast votes or grant consents for two Managers even if there are less than two Intrexon Designees, and in the case of the Investors, the existing Investor Designees shall have the right to cast votes or grant consents for three Managers even if there are less than three Investor Designees.

(g) Member Actions . Subject to Section 6.1.2(a) , each of the Members and the Company shall take all action within their respective power (including having their Interest in the Company represented in person or by proxy at all meetings of the Members, voting their Interest, acting by written consent, and using all reasonable efforts to cause any Manager designated by such Member, if any, not to take any action inconsistent with this Agreement) required to cause the Board at all times to consist of the number of Managers set forth in this Section 6.1.2 and to elect the Intrexon Designees and the Investor Designees, if any.

6.1.3 Meetings of the Board .

(a) Meetings of the Board may be called by any Manager . All meetings shall be held upon at least two Business Days written notice (with confirmed receipt). Notice of a meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting (which waiver or consent need not specify the purpose of the meeting) or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to its commencement, the lack of notice to such Manager. All such waivers, consents and approvals shall be filed with the Company records or made a part of the minutes of the meeting. Meetings of the Board may be held at any place within or without the State of Delaware that has been designated in the notice of the meeting or at such place as may be approved by the Board. Managers may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment, so long as all Managers participating in such meeting can hear one another. Participation in a meeting in such manner constitutes a presence in person at such meeting. The presence of Managers sufficient to approve a matter pursuant to this Agreement constitutes a quorum of the Board for the transaction of business with respect to such matter.

(b) Written Consent . Any action required or permitted to be taken by the Board may be taken by the Board without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Such action by written consent shall have the same force and effect as if taken at a meeting of the Board.

(c) No Required Meetings . The provisions of this Section 6.1.3 govern meetings of the Board if the Managers elect, in their discretion, to hold meetings. However, nothing in this Section 6.1.3 or in this Agreement is intended to require that meetings of Board be held, it being the intent of the Members that meetings of Managers are not required.

6.1.4 Power of Board . Notwithstanding anything in the Act to the contrary and except as otherwise specifically set forth in this Agreement, without limiting the generality of Section 6.1.1 , the Board (without the consent or approval of any Member) shall have the sole and exclusive right, authority, power and discretion to control, direct, manage and administer the business and affairs of the Company and to do all things necessary to carry on the business and purposes of the Company. The acts of the Board shall bind the Company when carried out within the scope of the Board’s authority and discretion expressly granted hereunder. The Board shall conduct or cause to be conducted the management of the business and affairs of the Company in accordance with and as limited by this Agreement.

6.1.5 Reliance . The Board (without the consent or approval of any Member) is hereby authorized by all Members to execute and deliver on behalf of the Company any and all documents, contracts, certificates, agreements, promissory notes, guarantees, mortgages, deeds, and instruments, and to take any action of any kind and to do anything and everything the Board in its sole and absolute discretion deems necessary or appropriate in order to carry out the Business in accordance with the provisions of this Agreement and applicable law. No Person shall be required to inquire into said authority or discretion of the Board to execute and perform any document on behalf of the Company.

Section 6.2 Powers and Duties of the Board .

6.2.1 Authority . Notwithstanding anything in the Act to the contrary and except as otherwise specifically set forth in this Agreement (including Section 6.2.2 ) without limiting the generality of the foregoing, the Board (without the consent or approval of any Member) shall have the following rights and powers, which it may exercise in its sole and absolute discretion and at the risk of the Company, to:

(a) change the name of the Company;

(b) administer all matters pertaining to insurance with respect to any asset of the Company;

(c) employ, terminate the employment of, supervise and compensate such persons, firms, corporations or entities for and in connection with the Business as it may deem necessary or desirable;

(d) approve and implement any change, improvements, repairs, alterations or changes or addition to or alteration of any asset of the Company;

(e) acquire, dispose of, mortgage, pledge, encumber, hypothecate or exchange any or all of the assets of the Company (including any such mortgage, pledge, encumbrance or hypothecation containing the usual and customary security clauses);

(f) use the assets of the Company (including cash on hand) for any purpose and on any terms it sees fit, including repayment of obligations of the Company and the conduct of additional Company operations;

(g) negotiate and execute (on any terms it deems desirable) any contracts, conveyances or other instruments that it considers useful or necessary in connection with the conduct of the Company’s operations or the implementation of its powers under this Agreement;

(h) maintain such insurance for the benefit of the Company and the Members as it deems necessary;

(i) employ and compensate and dismiss from employment any and all employees, agents, independent contractors, brokers, attorneys and accountants;

(j) sell all or any portion of the business or assets of the Company (whether voluntary, by merger or consolidation or otherwise by operation of law);

(k) keep all books of account and other records of the Company;

(l) make expenditures, incur debt or any other obligations it deems necessary to conduct the activities of the Company and to pay all debts and other obligations of the Company;

(m) prepare (or have prepared) and file, or have filed, all tax returns for and on behalf of the Company (but not the tax returns or other reports of the Members) and to pay all taxes, levies, assessments, rents and other impositions applicable to the Company, using its commercially reasonable efforts to pay same before delinquency and prior to the addition thereto of interest or penalties and to undertake when appropriate any action or proceeding seeking to reduce such taxes, assessments, rents or other impositions;

(n) deposit all monies received for or on behalf of the Company at a financial institution as may be selected by the Board in its sole and absolute discretion as a depository for the Company and to invest any excess funds and to disburse and pay all funds on deposit on behalf of and in the name of the Company in such amounts and at such times as the same are required in connection with the Business;

(o) establish the amount of cash reserves to be retained when calculating Cash Flow;

(p) defend, adjust, settle, compromise or pay any claim, obligation, debt, demand, suit, litigation or judgment by or against the Company, and to assert or initiate any claim, suit, litigation or other proceeding against any Person or any federal, state or local government, or agency or official thereof;

(q) make and perform such other agreements and undertakings, as may be necessary or advisable to the carrying out of any of the foregoing powers, objects or purposes; and

(r) admit additional Members, issue any additional Interest in the Company and to adjust the Capital Accounts and allocation of Units in accordance with the terms and conditions of this Agreement.

6.2.2 Board Approval Matters . Except as otherwise provided by this Agreement (including this Section 6.2.2 ), an affirmative vote by a simple majority of the Managers shall be considered the action of the Board. Notwithstanding any other provisions of this Agreement, if at any time the Investors are entitled to appoint a designee to the Board, the Board shall not have authority hereunder to cause the Company or any of its subsidiaries, if any, to engage in the following transactions without first obtaining the affirmative vote of a Super-Majority of the Board:

(a) Terminate, amend or propose, approve, authorize or adopt any termination or amendment to, the Certificate of Formation or the ECC;

(b) Except for Conveyance Triggering Events, redeem, repurchase, retire or otherwise acquire for value any of the equity interests of the Company;

(c) Enter into any agreement or transaction with or for the benefit of (i) a Manager or any officer of the Company or any of its subsidiaries, if any, or (ii) any Member(s), or any of their respective subsidiaries or Affiliates;

(d) Take any action to effect the dissolution, liquidation, merger, consolidation, other business combination or sale of all or substantially all the assets of the Company or any of its subsidiaries, if any, or enter into any agreement contemplating any of the foregoing;

(e) File a petition under the laws of the United States of America or any other insolvency law, or admit in writing its bankruptcy, insolvency or general inability to pay its debts;

(f) Appoint a liquidator of the Company in the event of the dissolution of the Company;

(g) Except as provided in Section 3.2.2 and subject to Section 3.2.3 , require any mandatory Additional Capital Contributions;

(h) Dispose of, or assign ownership rights to any Person, any assets of the Company for any purpose other than the Business; or

(i) Agree to do any of the foregoing.

6.2.3 Business and Affairs . The Board in its sole and absolute discretion shall conduct or cause to be conducted the management of the Business and affairs of the Company in accordance with this Agreement.

6.2.4 Delegation of Duties .

(a) General . The Board in its sole and absolute discretion may delegate all or any of its duties hereunder to or consult with such other Person or Persons as the Board deems necessary or desirable for the transaction of the Business, and in furtherance of any such delegation or consulting, shall have the right to appoint, employ or contract with and compensate any other Persons, but in such event the Board will not be released from its responsibilities hereunder. Such Persons may (i) under the supervision of the Board, administer or assist in the administration of the routine day-to-day management of the Company and the Business and affairs; (ii) serve as advisors and consultants to the Board in connection with decisions made by the Board, including investment decisions; (iii) act as consultants, accountants, correspondents, attorneys, brokers, escrow agents, or in any other capacity; and (iv) perform such other acts or services for the Company as the Board in its sole and absolute discretion may approve.

(b) Officers . Without limiting the generality of the provisions of Section 6.2.4(a) , the Board in its sole and absolute discretion may, from time to time, designate one or more Persons to be officers of the Company (an “ Officer ”). No Officer need be a resident of the State of Delaware or a Manager. Any Officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular Officers. Unless the Board decides otherwise, if the title is one commonly used for Officers of a business corporation formed under the Act, the assignment of such title shall

constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such Officer by the Board pursuant to the third sentence of this Section 6.2.4(b) . Each Officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The same Person may hold any number of offices.

(c) Resignation or Removal of Officers . Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. The Board may remove any Officer as such, either with or without cause. The Board may fill any vacancy occurring in any office of the Company.

6.2.5 No Limitation of Power . The expression of any power or authority of the Board in this Agreement shall not in any way limit or exclude any other power or authority permitted under the Act that is not specifically or expressly set forth in this Agreement.

6.2.6 Partner Taxes . In exercising its authority under this Agreement, the Board shall be under no obligation to take into account the tax consequences to any Member of any action taken (or inaction) by it, and the Board and the Company shall not have liability to a Member under any circumstances as a result of an income tax liability incurred by such Member as a result of an action (or inaction) by the Board pursuant to its authority under this Agreement and consistent with any express provision of this Agreement.

Section 6.3 Liability for Conduct . No Member or Manager or any Affiliate, officer, director, manager or employee thereof, shall be personally liable, responsible or accountable in damages or otherwise to the Company, any third party or to any Member for (a) any error of judgment, (b) any mistake of fact or of law, or (c) any action or omission taken or suffered in connection with the Company, unless, in any such case, a Final Determination is made that such Person is liable for a Culpable Act. Furthermore, no Member or Manager or any Affiliate, officer, director, manager or employee thereof shall be personally liable, responsible or accountable in damages or otherwise to the Company, any third party or to any Member for any act or omission of any agent, consultant or broker of the Company selected, engaged or retained by such Person in good faith.

Section 6.4 Indemnity of Officers and Managers .

6.4.1 Neither the Company nor any Member shall have any claim against any Manager or Officer by reason of any act or omission of such Manager or Officer of the Company (each a “ Released Party ”), provided that such act or omission did not involve such Released Party’s bad faith, gross negligence, willful misconduct or actual fraud, REGARDLESS OF WHETHER SUCH ACT OR OMISSION CONSTITUTED THE SOLE, PARTIAL OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF A RELEASED PARTY. Notwithstanding the above, a Released Party shall have no liability hereunder for failing to act if such act required the consent of some or all of the Members and the required consent to such action was not granted. Any amendment, modification or repeal of this Section 6.4.1 or any provision in this Section 6.4.1 shall be prospective only and shall not in any way affect the limitations on a Released Party’s liability to the Company and the Members under this Section 6.4.1 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.

6.4.2 The Company shall indemnify its Officers, its Managers and its Affiliates, officers, managers and employees and the Company’s employees (an “ Indemnified Party ,” and collectively, the “ Indemnified Parties ”) from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees

and expenses), judgments, fines, settlements, and other amounts (each a “ Claim ”) arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Company as set forth in this Agreement in which an Indemnified Party may be involved, or is threatened to be involved, as a party or otherwise (a “ Proceeding ”), REGARDLESS OF WHETHER ARISING FROM ANY ACT OR OMISSION WHICH CONSTITUTED THE SOLE, PARTIAL OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF THE MANAGERS, THE OFFICER, THE AFFILIATE OR THE EMPLOYEE, unless it is established that: (a) the act or omission of such Indemnified Party was material to the matter giving rise to the Proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (b) such Indemnified Party actually received an improper personal benefit in money, property or services; (c) such Indemnified Party did not reasonably believe that it was acting in the best interests of the Company; or (d) in the case of any criminal Proceeding, such Indemnified Party had reasonable cause to believe that the act or omission was unlawful. The termination of any Proceeding by judgment, order or settlement does not create a presumption that an Indemnified Party did not meet the requisite standard of conduct set forth in this Section 6.4.2 . The termination of any Proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that an Indemnified Party acted in a manner contrary to that specified in this Section 6.4.2 . Any indemnification pursuant to this Section 6.4 shall be made only out of the assets of the Company, including insurance proceeds, if any.

6.4.3 The Company shall reimburse such Indemnified Party on a monthly basis for reasonable expenses incurred by such Indemnified Party who is a party to a Proceeding in advance of the final disposition of the Proceeding upon receipt by the Company of a written affirmation by such Indemnified Party of such Indemnified Party’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized in this Section 6.4 has been met; provided that such Indemnified Party shall be required to repay to the Company all amounts that have been reimbursed to such Indemnified Party by the Company in the event such Indemnified Party has been determined by a court of competent jurisdiction to not be entitled to indemnification under Section 6.4.2 .

6.4.4 The Company shall indemnify each Indemnified Party from and against all Claims arising from or related to appearing as a witness, or other participation, in a Proceeding that involves, relates to, or affects the Company.

6.4.5 The indemnification provided by this Section 6.4 shall be in addition to any other rights to which an Indemnified Party may be entitled under any agreement, as a matter of law or otherwise.

6.4.6 The Company may purchase and maintain insurance on behalf of its Managers, an Officer or an employee, as the Board shall determine, against any liability that may be asserted against or expenses that may be incurred by a Manager, an Officer or an employee in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify a Manager, an Officer or an employee against such liability under the provisions of this Agreement.

6.4.7 In no event may any Indemnified Party subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

6.4.8 No Indemnified Party shall be denied indemnification in whole or in part under this Section 6.4 because such Indemnified Party had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

6.4.9 The provisions of this Section 6.4 are for the benefit of any Indemnified Party and their respective successors and assigns, and shall not be deemed to create any rights for the benefit of any other Persons.

Section 6.5 Duties of Managers and Members .

6.5.1 To the fullest extent permitted by the Act, a Person, in performing his duties and obligations as a Manager under this Agreement, shall be entitled to act or omit to act at the direction of the Member(s) that designated such Person to serve on the Board, considering only such factors, including the separate interests of the designating Member(s), as such Manager or Member(s) choose to consider, provided, however, that the Managers shall owe fiduciary duties to the Company and its Members to the same extent as the fiduciary duties owed by members of the board of directors and officers of a Delaware corporation to the corporation and its stockholders, and nothing in this Agreement is intended to limit such fiduciary or other similar duty, to the extent such exists under the Act or any other applicable law, rule or regulation on the part of such Manager or Member(s) to the Company or any other Manager or Member.

6.5.2 The Members (in their own names and in the name and on behalf of the Company) hereby:

(a) agree that the terms of this Section 6.5 to the extent that they modify or limit a duty or other obligation, if any, (other than fiduciary duties) that a Manager may have to the Company or any another Member under the Act or other applicable law, rule or regulation, are reasonable in form, scope and content; and the terms of this Section 6.5 shall control to the fullest extent possible if it is in conflict with a duty (other than fiduciary duties), if any, that a Manager may have to the Company or another Member, under the Act or any other applicable law, rule or regulation; and

(b) waive to the fullest extent permitted by the Act, any duty or other obligation, if any, that a Member may have to the Company or another Member, (other than fiduciary duties) pursuant to the Act or any other applicable law, rule or regulation, to the extent necessary to give effect to the terms of this Section 6.5 .

6.5.3 The Members (in their own names and in the name and on behalf of the Company), acknowledge, affirm and agree that (a) the Members would not be willing to make an investment in the Company, and no person designated by the Members to serve on the Board would be willing to so serve, in the absence of this Section 6.5 , and (b) they have reviewed and understand the provisions of Sections 18-1101(b) and (c) and 18-1104 of the Act.

Section 6.6 Other Matters Concerning the Board .

6.6.1 Reliance on Documents . Each Manager and its Affiliates may rely upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by them to be genuine and to have been signed or presented by the proper party or parties and any act taken or omitted to be taken in reliance upon any such document as so described shall be considered for purposes of this Agreement to have been done or omitted in good faith.

6.6.2 Reliance on Consultants and Advisers . Each Manager and its Affiliates may consult with legal counsel, accountants, real estate industry experts, appraisers, management consultants, investment bankers and other consultants and advisers selected by such Manager or such Person, and any act taken or omitted to be taken in reliance upon and in accordance with the opinion of such consultants and advisers as to matters which the Board or such Person reasonably believes to be within such consultant’s or adviser’s professional or expert competence shall be considered for purposes of this Agreement to have been done or omitted in good faith.

6.6.3 Action Through Attorneys . The Board shall have the right, in respect of any of its powers or obligations hereunder, to act through a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the Board in the power of attorney, have full power and authority to do and perform all and every act and duty that is permitted or required to be done by the Board hereunder.

6.6.4 Reimbursement for Company Expenses . Notwithstanding any provision of this Agreement to the contrary, the Board may, in its sole discretion, pay all or any portion of Company expenses. Each Manager shall be reimbursed by the Company for any and all reasonable and necessary direct expenses paid by it on behalf of the Company or in connection with the Business.

6.6.5 Independent Activities . Each Manager and any of its Affiliates shall be required to devote only such time to the affairs of the Company as such Manager determines in its sole discretion may be necessary to manage and operate the Company, and each such Person, to the extent not otherwise directed by the Board, shall be free to serve any other Person or enterprise in any capacity that it may deem appropriate in its discretion.

ARTICLE 7

MEMBERS

Section 7.1 Member Management Rights . Except for those approval rights expressly set forth in this Agreement or as required by the Act, no Member shall have any right to participate in the management of the Company. Notwithstanding the foregoing, if any Member is also an employee or an Officer of the Company, such Person may perform the duties consistent with such status as delegated to such Person by the Board from time-to-time without being deemed to be participating in the management of the Company by virtue of also being a Member.

Section 7.2 Investment Representations by Members .

7.2.1 Investment Intent . Each Member represents and warrants to and agrees with the Company, the Board and all other Members that: (a) it has acquired its Interest for investment purposes only, for its own account (and not for separate accounts administered by it), and it has no present intention of selling, granting a participation in, or otherwise distributing the same; (b) it will not offer, sell, transfer or assign all or any part of its Interest in contravention of this Agreement or the Securities Act or any state or federal law; (c) it has no contract, understanding, agreement or arrangement with any Person to sell, transfer or grant a participation to such Person or any other Person, with respect to any or all of such Interest; (d) it understands that Interests in the Company are not being registered under the Securities Act and are being issued in reliance upon an exemption which is in part predicated on the representations, warranties and agreements made by it in this Section 7.2 ; (e) it is an “ accredited investor ” within the meaning of Regulation D under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company (including evaluation of the nature and effects of a performance-based compensation arrangement) and is able to bear the economic risk of such investment; (f) it has consulted its own counsel with respect to its acquisition of the Interests in the Company and it is not relying on the Board for any tax or other advice with respect thereto; and (g) it is able to fend for itself, can bear the economic risk of the investment in the Company, and has adequate means for providing for its current needs and personal contingencies.

7.2.2 Unregistered Interests . Each Member hereby acknowledges that it is aware that its Interest in the Company has not been registered under the Securities Act or under any state securities laws. Each Member further understands and acknowledges that the Company and the other Members are relying upon its representations and warranties contained in this Section 7.2 as the basis for the exemption of the Members’ Interests in the Company from the registration requirements of the Securities Act and under any applicable state securities laws. Each Member further acknowledges that the Company will not and has no obligation to recognize any Transfer of a Member’s Interest to any Person unless and until the provisions of Article 8 hereof have been fully satisfied.

7.2.3 Adequate Information and Opportunity for Discovery . Each Member has been provided an opportunity for a reasonable time prior to the date hereof to obtain information concerning the offering of the Interests, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. Such Member has been given the opportunity for a reasonable time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Interests and other matters pertaining to this investment. Such Member has not been furnished with any oral representation or oral information in connection with the offering of the Interests and such Member is not relying on the Company or its Affiliates with respect to economic considerations involved in this investment.

7.2.4 Indemnification . Except as otherwise required by law, each Member shall and hereby agrees to indemnify and save harmless the Company and the other Members from any liability, loss, cost, damage and expense (including, without limitation, the costs of litigation and attorneys’ fees) arising out of, resulting from, or in any way related to the breach of any representation or warranty of such Member set forth in this Section 7.2 .

Section 7.3 Additional Representations .

7.3.1 Power and Authority . Each Member has all requisite power and authority (or, with respect to a natural person, legal capacity) to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved and authorized by all necessary action, including, if applicable, corporate action, by or on behalf of such Member. This Agreement has been duly executed and delivered by such Member and constitutes a valid and binding obligation of the Member, enforceable in accordance with its terms, subject to the laws of general application relating to Bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and equitable remedies. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to such Member in connection with the execution and delivery of this Agreement by such Member, or such Member’s performance of this Agreement, other than in all cases where the failure to obtain such consent, approval, order or authorization, or registration, declaration, or filing would not, individually or in the aggregate reasonably be expected to have a material adverse effect on the ability of such Member to consummate the transactions contemplated hereby.

7.3.2 No Violation . The execution, delivery and performance of this Agreement does not and will not conflict with or result in a violation of the organizational and other governing documents, if any, of each Member, or conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach, impairment or violation of, or constitute a default under (a) any instrument, indenture, lease, mortgage or other agreement or contract to which such Member is a party or to which such Member or any of such Member’s directly held assets or properties may be subject, or (b) any federal, state, local or foreign judgment, writ, decree, order, ordinance, statute, rule or regulation applicable to the Member or the Member’s directly held assets or properties.

Section 7.4 Exclusivity; Non-Solicitation .

7.4.1 Exclusivity .

(a) Each Member mutually agrees that, under the channel collaboration established by the ECC, it is intended that the Company and Intrexon will be exclusive to each other in the Field (as such term is defined in the ECC). To this end, none of the Members nor any of their respective Affiliates shall make the Intrexon Channel Technology (as such term is defined in the ECC Agreement) or Intrexon Materials (as such term is defined in the ECC Agreement) available to any Third Party (for purposes of this Section 7.4.1 only, as such term is defined in the ECC) for the purpose of developing or Commercializing (as such term is defined in the ECC Agreement) products in the Field or shall utilize any Intrexon IP (as such term is defined in the ECC Agreement) for any purpose outside of the collaboration under the ECC.

(b) Notwithstanding the foregoing, nothing in this Agreement shall prevent Intrexon from practicing or using the Intrexon Materials, Intrexon Channel Technology and Intrexon IP for any purpose, and to grant to Third Parties the right to do the same. Without limiting the generality of the foregoing, the Company and each other Member acknowledges that Intrexon has all rights, in Intrexon’s sole discretion, to make the Intrexon Materials, Intrexon Channel Technology (including any biological materials used in an Biofuels Product (as such term is defined in the ECC)), and Intrexon IP available to Third Party channel partners or collaborators for use in fields outside the Field.

7.4.2 Non-Solicitation of Clients . To further protect the relationships and the respective existing businesses that the Company has developed or will develop with its clients and future clients, as long as any Member listed on Schedule I as of the Effective Date or any of their respective Affiliates is a Member of the Company and during the two-year period immediately following the date on which such Member or any of its Affiliates is no longer a Member, no Member shall, directly or indirectly, without the prior written consent of the Company, solicit, including through third party brokers or agents, induce or attempt to induce any customer or client of the Company to cease doing business with the Company.

7.4.3 Breach . If any Member (as the case may be) breaches the provisions of this Section 7.4 (a “ Breaching Member ”), the sole and exclusive remedy of the Company and the other non-breaching Member(s) shall be the right and option to purchase all or any portion of the Interest owned by the Breaching Member or their respective Affiliates, as the case may be, at the Initial Capital Contribution amount set forth in Schedule 1 . Notice of the exercise of the option granted pursuant to this Section 7.4 is to be given by the Board (at the sole discretion of the Manager(s) not designated by the Breaching

Member or the Affiliate of the Breaching Member (notwithstanding anything in the contrary to this Agreement)) to the Breaching Member within 60 days of the date on which the Board receives notice of the Breaching Member’s breach of this Section 7.4 . As between the Company and the other Members, the Company (at the sole discretion of the Manager(s) not designated by the Breaching Member or the Affiliate of the Breaching Member (notwithstanding anything in the contrary to this Agreement)) has the first and prior right to purchase all or any portion of the Interest, and the other Members have the right to purchase all or any portion of the remaining Interest not purchased by the Company on a Pro Rata Basis, or as the other Members may otherwise agree among themselves. Reasonable Covenant . Each Member and the Company hereby acknowledges and agrees that the covenants contained in this Section 7.4 are reasonable and necessary, in view of the nature of the Company, its business affairs and his knowledge thereof, in order to protect the legitimate interests and good will of the Company and the other Members.

Section 7.5 Withdrawals or Resignations . No Member shall have the right or power to voluntarily withdraw or resign as a Member from the Company and receive any assets until the dissolution of the Company or with respect to assets only, until the Board determines to make a distribution to the Members.

Section 7.6 Transactions between the Company and Members . Subject to Section 3.5 and notwithstanding that it may constitute a conflict of interest, any Member or Manager may, and may cause its Affiliates to, lend money or engage in any transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service, or the establishment of terms of employment) with the Company so long as such transaction is not expressly prohibited by this Agreement and the terms and conditions of such transaction, on an overall basis, are fair and reasonable to the Company. Subject to applicable law, such Member or Manager has the same rights and obligations with respect thereto as a Person who is not a Member or Manager. The Company shall reimburse the reasonable and documented out-of-pocket costs and expenses (including all legal and advisory fees) incurred by each Member or Manager in connection with such Member or Manager providing direct support and management to operations of the Company.

Section 7.7 Remuneration to Members . Except as otherwise specifically provided in this Agreement and in accordance with Section 7.6 , no Member (acting solely in the capacity of a Member) is entitled to remuneration for acting in the Business and affairs of the Company.

Section 7.8 Covenant Not to Withdraw, Transfer or Dissolve . Except as otherwise permitted by this Agreement, each Member hereby covenants and agrees not to (a) take any action to file a certificate of dissolution or its equivalent with respect to itself, (b) take any action that would cause a voluntary Bankruptcy of such Member, (c) withdraw or attempt to withdraw from the Company, (d) exercise any power under the Act to dissolve the Company, or (e) petition for judicial dissolution of the Company.

Section 7.9 Preemptive Rights . In the event that the Board determines that the Company needs additional capital and proposes to sell and issue Additional Units, the provisions of this Section 7.9 shall apply.

7.9.1 The Board shall provide the Members with written notice of its proposal to issue Additional Units (the “ Preemptive Rights Notice ”), no less than 20 Business Days prior to the proposed date on which the Company shall issue any such Additional Units. The Preemptive Rights Notice shall include (a) the proposed number of the Additional Units and a description of the rights and preferences of such class if such class is other than Units issued as of the Effective Date; (b) the prospective sale price per Additional Unit; and (c) any other proposed terms and conditions of such issuance.

7.9.2 Each Member shall have the right, within 15 Business Days after receipt of such Preemptive Rights Notice (“ Preemptive Rights Election Period ”), to notify the Board, in writing, of such Member’s election to purchase a pro rata number of such Units, based upon the Ownership Percentage of such Member, on the same price and terms as the Company is offering to other Persons. Electing Members shall purchase such Additional Units within such Preemptive Rights Election Period. A Member may, by written notice to the Company, waive its preemptive right to the extent so provided in such notice.

7.9.3 To the extent that any Member declines to exercise its rights to purchase Additional Units under this Section 7.9 , written notice shall be provided by the Board to all other Members who have elected to purchase Additional Units under this Section 7.9 offering to such electing Members the right to purchase, on a Pro Rata Basis, according to this Section 7.9 the Additional Units not purchased by the Members declining to exercise their pre-emptive Rights. Each Member who elects to participate in this purchase of Additional Units pursuant to this Section 7.9.3 may exercise the Preemptive Rights by delivery of a written notice to the Board within five calendar days (the “ Extended Rights Period ”) after receipt of the written notice described in the first sentence of this Section 7.9.3 . The purchase of such Additional Units shall be consummated within such Extended Rights Period.

7.9.4 If the then existing Members have not elected to purchase, and purchased, all of the Additional Units that each is entitled to purchase hereunder within the Preemptive Rights Election Period or the Extended Rights Period, if applicable, the Company may sell and issue, within 90 days after the expiration of such Preemptive Rights Election Period and Extended Rights Period, if applicable, such Additional Units that are not purchased by the existing Members, to any Person on the same price and terms as set forth in the Preemptive Rights Notice, which Person(s) shall become a Member, unless already a Member, upon compliance with the requirements of this Agreement.

7.9.5 If a Member exercises its preemptive right pursuant to this Section 7.9 , the amount contributed by such Member in connection therewith, as an Additional Capital Contribution, will be credited to such Member’s Capital Account and Capital Contribution Account.

ARTICLE 8

SALE OR TRANSFER OF INTERESTS

Section 8.1 Disposition and Assignment of Interests . Except as otherwise provided in this Article 8 , each Member agrees (a) not to Transfer or permit to be Transferred (voluntarily or involuntarily) any Interest in the Company, except for Permitted Transfers or as otherwise permitted under this Agreement, without the prior written consent of Board and (b) the Transferred Interests shall be subject to such other agreements as may be entered into between the Company and the Members from time to time. Notwithstanding anything herein to the contrary, no Transfer (including any Permitted Transfer) shall be permitted if the Transfer would cause an “ownership change” under Section 382 of the Code, unless approved by the Board.

Section 8.2 Further Restrictions on Transfer of Interests . In addition to other restrictions found in this Agreement and notwithstanding anything to the contrary herein, no Member shall Transfer all or any part of its Interest (a) without compliance with all applicable federal and state securities laws and verifying that any transferee shall be able to make and comply with the representations and warranties in Section 7.2 and Section 7.3 and covenants in Section 7.4 , or (b) if such Transfer would cause the number of holders of the Company’s securities to exceed 100 or such other number as may be permitted for purposes of determining that the Company is exempt from the Investment Company Act of 1940, as amended, or for purposes of determining whether the Company is a “publicly traded partnership” within the meaning of Section 7704 of the Code.

Section 8.3 Transfer in Violation of Agreement . To the fullest extent permitted by applicable law, any purported Transfer of any Interests that is not permitted by this Article 8 , or that is in violation of such provisions, shall be void and of no force and effect whatsoever and shall not be recognized by the Company, and no distribution of any kind whatsoever nor any distribution pursuant to liquidation or otherwise shall be paid by the Company in respect of such Interests (all rights to receive such distributions being deemed waived), and the voting rights, if any, of such Interests of any matter whatsoever shall be suspended, during the period commencing with such Member’s initial failure to comply with this Article 8 and ending either when the other Members shall have been given a full opportunity to exercise their rights under and in accordance with this Article 8 or when the Board shall agree to terminate such suspension, and to permit such Transfer.

Section 8.4 Right of First Refusal

8.4.1 An Investor (“ Transferring Member ”) who receives a bona fide offer from a third party and desires to Transfer all (but not less than all) of its Interest to such third party shall first offer to sell to the Company and the other Members all of the Interest that such Transferring Member proposes to Transfer to such third party. Such offer shall be made by an irrevocable written offer (“ ROFR Notice ”) to the Company and the Members, other than the Transferring Member, to Transfer all of the Interest that the

Transferring Member proposes to Transfer, for the same price and on the same terms that the Transferring Member proposes to Transfer such Interest. Such offer shall also contain a complete description of any transaction in which the Transferring Member proposes to Transfer such Interest to any third party, including the name of the proposed transferee and the consideration for and other terms of the proposed Transfer. If the consideration for such Transfer described in the offer is not cash or publicly traded securities, the offer shall state the value of such consideration.

8.4.2 The Company shall have the first right for 10 days after it receives notification from the Transferring Member to notify the Transferring Member and the other Members of its intent to purchase the Interest of the Transferring Member. In the event the Company declines or agrees to purchase the Interest of the Transferring Member, then the Board shall serve written notice of such decision as soon as the decision has been made, and if the decision is to decline to purchase the Interest, such Interest may be purchased by the other Members. The other Members shall have 30 days after delivery of notification that the Company declined to purchase such Interest within which to advise the Transferring Member whether or not such other Members will purchase such Interest. Each such other Member shall have the right to purchase such portion of the Interest offered for sale as the Units owned by such Member at such time shall bear to the total Units owned by all the Members, excluding the Transferring Member. If any Member does not elect to purchase its full portion of such Interest offered for sale by such 30 ^th day, the remaining Interest may be purchased by the other Members, pro rata, in the same manner (with an additional five Business Days in which to notify the Board and the other Members of such Member’s intent to acquire the available Interest after receiving notice that any other Member does not elect to make a purchase of the Interest in question). If the Company and the Members decline to purchase all of the Transferring Member’s Interest that has been offered pursuant to the ROFR Notice in accordance with this Section 8.4 , and the Board consents, which consent shall not be unreasonably withheld (provided, that, by way of example only and without limitation, consent shall be deemed reasonably withheld if the proposed transferee is a competitor, customer or former employee of the Company or any of its subsidiaries), the Transferring Member shall then have 60 days within which to Transfer such Interest to the third party named in the ROFR Notice, upon the terms described in such ROFR Notice. Any Transfer of an Interest to a third party shall be subject to all of the terms and provisions of this Agreement. The third party transferee shall then execute a written supplement to this Agreement and shall be bound by all of the terms and provisions of this Agreement.

Section 8.5 Rights in Connection With a Conveyance Triggering Event .

8.5.1 Conversion of Interests Generally . If the Board enters into an agreement for a Conveyance Triggering Event, the Board shall have the right to compel each of the Members to Transfer its Interests to the transferee of the Interests, in exchange for the same type of consideration, and upon the same terms, to be received by the other transferring Members, for a price equal to the offered value of the Members’ Interests determined as provided in Section 8.10 .

8.5.2 Conversion of Interests Public Offering . If the Company and/or an Affiliate of the Company enters into an agreement for a public offering (whether or not such offering is coupled with a conversion to a different organizational form) pursuant to a registration statement under the Securities Act of any equity interests of the Company and/or any of its Affiliates, then the Board shall have the right to compel each of the Members to convert its Interests into the same type of equity ownership of the Company and/or the Affiliate of the Company that is the subject of such public offering. The Members’ Interests shall be converted into an equivalent offered value of such equity unit of the Company and/or the Affiliate of the Company (or successor entity), as the case may be, on the following basis:

(a) The Interest of each Member and Assignee shall be valued at the offered value of such Interest determined by the Board; and

(b) The offered value of the Interests of the Company shall be the proposed initial public offering price, determined as of a date as close to the effective date of such offering as practicable, but not more than 30 days prior to the effective date of the registration statement for the public offering under the Securities Act or the price offered to be paid by an unrelated third party pursuant to a bona fide offer negotiated by the Board for the sale of all or substantially all of the Interests of the Company to such unrelated third party.

Section 8.6 Bankruptcy of Member . In the event of the Bankruptcy of a Member, and subject to applicable law and any other required court approvals, the Bankrupt Member shall offer in a written instrument to sell all of the Interest of such Bankrupt Member to the Company and the other Members for the price and on the terms and conditions specified in Section 8.10.1 (the “ Bankruptcy Notice ”). The Company shall have the first right for 10 days after it receives the Bankruptcy Notice from the Bankrupt Member to elect to purchase such Interest and if it notifies the Bankrupt Member and the other Members of its intent to do so within such 10 day period, it shall complete the purchase within 30 days of its receipt of the Bankruptcy Notice. In the event the Company fails to give timely notice of its intent to purchase such Interest of the Bankrupt Member, or fails to complete such purchase timely, the other Members may purchase such Interest. The other Members shall have 30 days after receipt of such notification that the Company declined or failed to purchase such Interest to purchase such portion of the remaining Interest not purchased by the Company, as the Units owned by such Member at such time shall bear to the total Units owned by all the Members, excluding the Bankrupt Member, or as the other Members may otherwise agree among themselves. In the event that the Company and the other Members do not elect to purchase all of such Interest of the Bankrupt Member, the Bankrupt Member (or its legal representative) may proceed to distribute the remaining portion of such Bankrupt Member’s Interest to the successors in interest entitled to receive the same as a result of the Bankrupt Member’s Bankruptcy, so long as (a) such successors in interest provide the Board such documentation as requested by the Board to evidence the rightful ownership interest of that Interest, and (b) the successors in interest execute and deliver a written agreement, in form and substance satisfactory to the Board, that states that the successor in interest is an “Assignee” of that Interest, and agrees to be bound by all of the terms and conditions of this Agreement.

Section 8.7 Intrexon Call Right .

8.7.1 If at any time Intrexon enters into one or a series of related transactions pursuant to which a Change of Control would occur, Intrexon shall have the right and option to purchase (a “ Call Right ”) all and not less than all of the Units owned by each Investor and each Affiliate of such Investor (or its personal representative, as the case may be) (collectively, the “ Selling Members ”, and all of such Selling Members’ Units, the “ Call Units ”) in the manner, for the price and on the terms and conditions contained in this Section 8.7 . Intrexon shall exercise such option by giving written notice of such exercise (the “ Call Option Notice ”) to the Selling Members.

8.7.2 Within ten Business Days following the receipt of the Call Option Notice, each Investor shall deliver to Intrexon, or its representative designated in the Call Option Notice, if any, duly executed written instruments of transfer of the Call Units, in form and substance satisfactory to Intrexon, and the Call Units being free and clear of any Encumbrances, together with any other documents reasonably required to be executed in connection with the exercise of the Call Right.

8.7.3 The purchase price (“ Purchase Price ”) of any Call Unit pursuant to the exercise of a Call Right shall be, subject to adjustment as provided in this Section 8.7 , the Fair Market Value of such Call Units.

8.7.4 Any purchase of Call Units pursuant to this Section 8.7 shall be consummated (the “ Call Closing ”) contemporaneously with the closing of the transaction(s) pursuant to which the Change of Control will occur (the “ Call Closing Date ”). The Purchase Price with respect to any Call Units purchased by Intrexon shall be paid by wire transfer of immediately available funds to an account designated by each Selling Member (or, in the event that the Selling Member shall fail to timely designate an account to receive such wire transfer, to an escrow account established pursuant to Section 8.7.5 ). If within 180 days after Intrexon gives the Call Option Notice, the Call Closing Date has not occurred, it shall, if applicable, return to Investors any documents in its possession executed by each Investor in connection with such proposed transaction, and Intrexon shall thereafter be required to re-comply with the provisions of this Section 8.7 if it wishes to require the Investors to sell such Call Units subject to this Section 8.7

8.7.5 In the event Intrexon exercises its Call Right pursuant to this Section 8.7 and in the event a Selling Member fails to designate an account to receive a wire transfer or fails to deliver such Units, in proper form for Transfer, on the Call Closing Date, Intrexon may elect to deposit the cash representing the Purchase Price (minus any escrow fees) with an escrow agent. From and after the deposit of such adjusted Purchase Price, such Units shall be deemed for all purposes (including the right to vote, receive payment of distributions and exercise rights under this Agreement) to have been transferred to the purchaser(s) thereof, the Company shall revise Schedule I, and the Units registered in the name of such Selling Member shall be deemed to have been canceled and to represent solely a right to receive payment of the Purchase Price (minus any escrow fees), without interest, from the escrow account. If the proceeds of sale have not been claimed by such

Selling Member (by delivery of duly executed written instruments of transfer of such Units, in proper form for transfer) prior to the third anniversary of the Call Closing Date, the escrow deposits, and all interest earned thereon, shall be returned to the respective depositors, and such Selling Member shall look solely to the purchaser(s) for payment of the Purchase Price. The escrow agent shall not be liable for any action or inaction taken by him in good faith.

8.7.6 Upon the delivery of the Call Option Notice, the Selling Member’s respective rights under Section 6.1.2 and Section 7.9 shall terminate; provided , however , that if the Call Closing shall not have occurred on or before the applicable Call Closing Date (other than due to a failure of the Selling Member to comply with its obligations under this Section 8.7 ), then such Selling Member’s respective rights under Section 6.1.2 and Section 7.9 shall be reinstated.

Section 8.8 Tag-Along Rights .

8.8.1 If Intrexon or any of its Affiliates (as the case may be, a “ Transferor ”) proposes to sell, transfer, assign or otherwise in any manner dispose (such action, “ Sell ”) of all and not less than all of the Units owned by it to any Person other than an Affiliate (a “ Proposed Purchaser ”), then the Transferor will promptly provide each Investor written notice (a “ Sale Notice ”) of such proposed sale, transfer, assignment or disposition (a “ Proposed Sale ”) and the material terms of the Proposed Sale as of the date of such Sale Notice, including the aggregate number of Units the Proposed Purchaser is willing to purchase. If within 10 Business Days of the receipt of the Sale Notice, the Transferor receives a written request (a “ Sale Request ”) to include the Units held, directly or indirectly, by any Investor in the Proposed Sale, such Investor shall have the right to Sell, at the same price, on the same terms and pursuant to the same conditions as the Proposed Sale, up to such number of Units as shall equal the aggregate number of Units proposed to be Sold in such transaction by the Transferor multiplied by a fraction, the numerator of which is the aggregate number of Units owned by such Investor and the denominator of which is the aggregate number of Units owned by the Transferor and its Affiliates and all other Members participating in such transaction. If an Investor wishes to Sell a number of Units that is less than its share as determined pursuant to the preceding sentence, the maximum number of Units such Investor wishes to Sell must be explicitly set forth in the Sale Request. If any such Investor has not accepted the offer contained in the Sale Notice by delivering the Sale Request to the Transferor in the required time, such Investor shall be deemed to have irrevocably waived its rights under this Section 8.8.1 with respect to such Proposed Sale, and the Transferor shall thereafter be free, for a period of 180 days from the date of the Sale Notice, to Sell the Units specified in the Sale Notice upon the same terms and conditions set forth in the Sale Notice. Any Sale Request shall be irrevocable, and once received by the Transferor, such Investor shall be obligated to Sell to the Proposed Purchaser such Investor’s Units in accordance with this Section 8.8.1 .

8.8.2 In connection with the delivery of the Sale Request, an Investor shall deliver to the Transferor duly executed written instruments of transfer of such Units, in form and substance satisfactory to Intrexon, and the Units being free and clear of any Encumbrances, together with any other documents reasonably required to be executed in connection with such sale. If an Investor should fail to so deliver such documents to the Transferor, (a) the Transferor shall have the right to complete the Proposed Sale without regard to the defaulting Investor by substituting additional shares of Transferor’s Units in lieu of the Units that the defaulting Investor would otherwise have sold in such Proposed Sale, and such Investor shall be deemed to have revoked his Sale Request and to have irrevocably waived his rights under this Section 8.8 with respect to such Proposed Sale or (b), if the Transferor does not exercise its right set forth in clause (a) of this sentence, the Company shall cause its books and records to show that such Units are bound by the provisions of this Section 8.8 and that such Units shall be transferred to the transferee identified in the Sale Notice immediately upon surrender for transfer by such holder; provided , however , that the foregoing shall not preclude the Transferor from seeking any remedy to which it may otherwise be entitled as a result of such Investor’s failure to so deliver such certificates.

8.8.3 Units subject to a Sale Request will be included in a Proposed Sale pursuant hereto and to any agreement with the Proposed Purchaser relating thereto, on the same terms and subject to the same conditions applicable to the Units that the Transferor proposes to Sell in the Proposed Sale. Such terms and conditions shall be determined in the sole discretion of the Transferor, and shall include (a) the sale consideration and (b) the provision of information, representations, warranties, covenants and requisite indemnifications; provided , however , that any representations and warranties relating specifically to any Investor shall only be made by that Investor and any indemnification provided by the Investors shall be on a several, not joint, basis and shall be based on the number of Units being sold by each Investor in the Proposed Sale (determined on a fully diluted basis calculated using the treasury method). In addition, each participating Investor shall reimburse the Transferor for its proportionate share (based on consideration received) of the out-of-pocket costs and expenses incurred by the Transferor in connection with any such Proposed Sale.

Section 8.9 Drag-Along Rights.

8.9.1 If at any time Intrexon and/or any of its Affiliates elects to Sell all and not less than all of its Units to any third party (other than an Affiliate) (the “ Drag Along Purchaser ”) in a bona fide arm’s-length transaction, Intrexon may, at its option, require each, but not less than all, of the other holders of Units to Sell the Drag Percentage (as defined herein) of its Units in such transaction on the same terms and conditions set forth below. “ Drag Percentage ” means, with respect to a particular sale under this Section 8.9.1 , an amount, expressed as a percentage, equal to (i) the number of Units being sold by Intrexon and its Affiliates in such transaction divided by (ii) the aggregate number of Units held by Intrexon and its Affiliates immediately prior to consummation of such sale.

8.9.2 Intrexon shall provide written notice of such sale to the Investors (a “ Drag Notice ”) and a draft of the agreement pursuant to which such Units are proposed to be transferred. The Drag Notice shall state (a) the name and address of the prospective transferee(s), (b) the material terms and conditions (including price) of the contemplated sale and (c) the expected closing date of the transaction. Each Investor must participate in such sale on the terms and conditions set forth in the Drag Notice.

8.9.3 Within ten Business Days following the receipt of the Drag Notice, each Investor shall deliver to Intrexon, or its representative designated in the Drag Notice, if any, shall deliver duly executed written instruments of transfer of such Units, in form and substance satisfactory to Intrexon, and the Units being free and clear of any Encumbrances, together with any other documents reasonably required to be executed in connection with such sale. If any such Investor should fail to deliver such documents to Intrexon, the Company shall cause its books and records to show that such Units are subject to the provisions of this Section 8.9 and that such Units shall be transferred to the transferee identified in the Drag Notice immediately upon surrender for transfer by such holder.

8.9.4 Promptly after the consummation of the sale pursuant to this Section 8.9 , Intrexon shall give notice thereof to the Investors, shall direct the purchaser to remit to each such Investor who has surrendered its Units the total consideration for the Units of such Investor and, in any event, shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may be reasonably requested by such Investor. If within 180 days after Intrexon gives the Drag Notice, the sale has not been completed, it shall, if applicable, return to Investors any documents in its possession executed by each Investor in connection with such proposed transaction, and Intrexon shall thereafter be required to re-comply with the provisions of this Section 8.9 if it wishes to require the Investors to sell such Units in any transaction subject to this Section 8.9 .

8.9.5 Units subject to this Section 8.9 will be included in a proposed sale pursuant hereto and be subject to any agreement with the Drag Along Purchaser relating thereto, on the same terms and subject to the same conditions applicable to the Units that Intrexon and/or its Affiliates proposes to Sell in such transaction. Such terms and conditions shall be determined in the sole discretion of Intrexon, and shall include (i) the consideration and (ii) the provision of information, representations, warranties, covenants and requisite indemnifications; provided , however , that any representations and warranties relating specifically to any Investor shall only be made by that Investor and any indemnification provided by the Investors shall be on a several, not joint, basis and shall be based on the number of Units being sold by each Investor in such transaction (determined on a fully diluted basis calculated using the treasury method). In addition, each participating Investor shall reimburse Intrexon for its proportionate share (based on consideration received) of the out-of-pocket costs and expenses incurred by Intrexon in connection with any such transaction.

Section 8.10 Sales Price and Terms of Sale .

8.10.1 The sales price of each Interest or interest therein to be sold for the price specified in this Section 8.10 shall be the Fair Market Value (as hereinafter defined) of such Interest or interest therein. For purposes of this Section 8.10 , “ Fair Market Value ” shall mean the amount of cash and fair market value of property that would be received by the holder of the Interest or interest therein to be sold hereunder if the assets of the Company were sold for their fair market value as of the date of determination of the Fair Market Value, all debts, liabilities and obligations of the Company were fully paid and satisfied or adequate provision was made therefor, and all remaining assets of the Company were distributed to the Members in accordance with Section 9.2.3 . The Person whose Interest or interest therein is to be sold hereunder (the “ Seller ”) and the Person purchasing such Interest or interest therein (whether one or more, the “ Purchaser ”) shall attempt to agree on the Fair Market Value of the Interest or interest therein to be sold. If the Purchaser and the Seller are unable to agree on such Fair Market Value within ten 10 days after notice is given by the Purchaser or the Seller requesting such an agreement as to Fair Market Value (the date on which such notice is given being referred to herein as (the “ Notice Date ”), Fair Market Value shall be determined by a qualified independent appraiser, selected as follows: within 20 days after the Notice Date, the Purchaser shall designate one qualified independent appraiser and the Seller shall designate another qualified independent appraiser. The two qualified independent appraisers shall jointly appoint a third qualified independent appraiser. The third qualified independent appraiser shall determine the Fair Market Value of the Interest or interest therein to be sold as provided herein. The fees and expenses of such third qualified independent appraiser shall be borne equally by the Purchaser and the Seller. Fair Market Value shall be determined as of a date as near as reasonably practicable to the date of the occurrence of the event that results in the sale of the Interest or interest therein hereunder.

8.10.2 At the closing of any sale of an Interest or interest therein to be Transferred on the terms and conditions specified in this Section 8.10 , the Seller shall assign and deliver the Interest or interest therein to the Purchaser free and clear of any Encumbrances, together with such documents of Transfer as shall be reasonably requested by the Purchaser, and the Purchaser shall deliver to the Seller the full consideration therefor payable in cash, by wire transfer or other immediately available funds. The Purchaser shall use its commercially reasonable efforts to release the Seller from all personal liability as a guarantor of any Company indebtedness to any third party. Any transfer or similar taxes involved in such sale shall be paid by the Seller, and the Seller shall provide the Purchaser with such evidence of the Seller’s authority to sell hereunder and such tax lien waivers and similar instruments as the Purchaser may reasonably request.

Section 8.11 Rights of an Assignee.

8.11.1 If a Person receives a Transfer of all or a portion of the Interest of a Member, but has not been admitted as a Member of the Company in connection with that particular Transfer in accordance with this Agreement, and if the Company is obligated to recognize that Transfer or chooses to give effect to that Transfer, then the recipient is an “ Assignee ” of that Interest (and is not a Member with respect to that Interest).

8.11.2 Unless and until an Assignee becomes a Member of the Company with respect to a particular Transfer, such Assignee shall be entitled, as a result of that Transfer, with respect to such Interest or portion thereof, only:

(a) to be recognized as having become, and appearing in the records of the Company as, a Member, for the purpose of allocating Net Profits, Net Losses and other items and receiving Cash Flow distributable under this Agreement, and

(b) to the extent required by the Act, to obtain reasonable access to the books and records of the Company.

8.11.3 If the Members are required to make an Additional Capital Contribution to the Company at any time while there is an Interest held by an Assignee, the Member who assigned its Interest in the Company and such Assignee shall be jointly and severally responsible and required to make the Additional Capital Contribution to the Company that relates to such Interest, and if neither does so, the Transferring Member and the Assignee shall be subject to dilution in accordance with Section 3.2.2(d) .

8.11.4 The Ownership Percentage associated with any Assignee shall remain subject to dilution and other adjustment as if still held by a Member. A Transfer or proposed Transfer (whether voluntary or involuntary) of an Interest held by an Assignee shall be subject to all of the duties and obligations of a Member under this Agreement, the Certificate of Formation and applicable law, including the provisions of Article 3 , Section 6.3 , Section 8.1 , Section 8.2 , Section 8.5 , Section 8.6 , Section 8.7 , Section 8.8 , Section 8.9 , Article 11 and Article 12 of this Agreement to the same extent as if the Transfer were being made or proposed with respect to an Interest held by a Member.

(a) The Interest held by an Assignee shall not entitle the transferring Member, the Assignee, or any other Person to a vote, and shall not be considered in any Company voting requirements (for example, in any vote of the Members, the quorum determination and vote shall be taken as if that Interest was not outstanding).

(b) Except as set forth in this Section 8.4 , no Assignee shall (unless admitted as a Member with respect to that Interest) be construed as a Member for any reason.

(c) An Interest that has been Transferred (regardless of whether the Transfer is to an Assignee or to a Member) may be subject to being purchased by the Company or other Members as expressly set forth in this Agreement.

Section 8.12 Transferee .

8.12.1 The Company shall not recognize for any purpose any purported Transfer of any fraction of the Interest of a Member unless (a) the provisions of this Article 8 have been satisfied; (b) all costs of such Transfer have been paid by the assigning Member; (c) such Transfer is exempt from registration under the Securities Act and any other

applicable state or federal securities laws and regulations; (d) such Transfer will not have any adverse tax consequences to the Company or any Member that is not a party to such Transfer; (e) there is delivered to the Board, upon request of the Board, an opinion of counsel acceptable to the Board with respect to such securities exemption and lack of adverse tax consequences; and (f) there is filed with the Company a written and dated notification of such Transfer, in form satisfactory to the Board, executed by both the Seller, assignor or transferor and the Purchaser, assignee or transferee and such notification (i) contains the acceptance by the Purchaser, assignee or transferee of any agreement to be bound by all the terms and provisions of this Agreement (such document substantially in the form of the Acceptance of Limited Liability Company Agreement set forth in Exhibit B ); and (ii) represents that such Transfer was made in accordance with all applicable securities laws and regulations (including suitability standards). Any Transfer shall be recognized by the Company as effective on the date of such notification if the date of such notification is within 15 days of the date on which such notification is filed with the Company, and otherwise shall be recognized as effective on the date such notification is filed with the Company.

8.12.2 Any Member who Transfers all of its Interest shall cease to be a Member.

8.12.3 A Person who is the Purchaser, assignee or transferee of all or any fraction of the Interest, but does not become a Substituted Member, and desires to make a further Transfer of such Interest, shall be subject to all the provisions of this Article 8 to the same extent and in the same manner as any Member desiring to Transfer its Interest.

Section 8.13 Substituted Member .

8.13.1 No Member shall have the right to substitute in its place a purchaser, assignee, transferee, donee, heir, legatee or other recipient of all or any portion of the Interest of such Member. Any such Purchaser, assignee, transferee, donee, legatee, distributee or other recipient of an Interest shall be admitted to the Company as a Substituted Member only with the consent of the Board, which consent may be granted or withheld by the Board in its sole discretion.

8.13.2 No Person shall become a Substituted Member until such Person has satisfied the requirements of this Article 8 and until that time shall be deemed to be an Assignee.

Section 8.14 Basis Adjustment . Upon the Transfer of all or part of an Interest in the Company, at the request of the transferee of such Interest, the Board may, but shall not be required to, cause the Company to elect, pursuant to Section 754 of the Code, to adjust the basis of the Company properties as provided in Section 734 and 743 of the Code. The Company may require the requesting transferee to bear all of the accounting and administrative costs as a condition to its consent.

ARTICLE 9

DISSOLUTION AND LIQUIDATION

Section 9.1 Causes of Dissolution and Termination . Except as set forth in this Article 9 , no Member shall have the right to dissolve, terminate or liquidate the Company except as provided in this Agreement, and no Member at any time shall have the right to petition or to take any action to subject the Company’s assets or any part thereof to the authority of any court of Bankruptcy, insolvency, receivership or similar proceeding. No Member shall seek a decree of dissolution under Section 18-802 of the Act.

Section 9.2 Voluntary Dissolution . Prior to the expiration of the term, the Company shall be dissolved upon:

9.2.1 Unanimous consent of the Members;

9.2.2 The entry of a decree of judicial dissolution; or

9.2.3 The sale of substantially all the assets of the Company and the distribution to the Members of all proceeds from such sale.

Section 9.3 Involuntary Dissolution . The Company shall not be dissolved upon the occurrence of the following:

9.3.1 The Bankruptcy or dissolution of a Member; or

9.3.2 Any other event specified by the Act that terminates the continued membership in the Company of a Member.

Section 9.4 Reformation of Company . If, notwithstanding the provisions of Section 9.3 , the Company is deemed involuntarily dissolved by operation of law as a result of the occurrence of any of the events enumerated in Section 9.3 , the Company shall not be dissolved if a majority in Interest of the remaining Members not responsible for the occurrence of such event, within 90 days after the date of any of such events, elect to continue the business of the Company, in a reconstituted form.

Section 9.5 Liquidation Procedures . Upon the dissolution of the Company in accordance with the provisions of Section 9.2 or Section 9.3 , the Company shall be liquidated in accordance with the following procedures:

9.5.1 Winding Up . Upon dissolution of the Company pursuant to Section 9.1 hereof, the Company shall immediately commence to wind up its affairs and the Company shall proceed with reasonable promptness to liquidate the business of the Company and (at least to the extent necessary to pay any debts and liabilities of the Company) to convert the Company’s assets into cash. A reasonable time shall be allowed for the orderly liquidation of the business and assets of the Company in order to reduce any risk of loss that might otherwise be attendant upon such liquidation.

9.5.2 Management Rights During Winding Up . During the period of the winding up of the affairs of the Company, the Board shall manage the Company and shall make all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of the assets of the Company.

9.5.3 Liquidating Trustee . The Board may approve a Person who shall conduct such winding up and termination of the business and affairs of the Company and shall act as Liquidating Trustee of the Company.

9.5.4 Form of Distributions . The Board or Liquidating Trustee (as the case may be) shall determine whether the liquidating distributions shall be entirely in cash or in whole or in part a distribution of the Company’s assets in kind.

Section 9.6 Distributions in Liquidation . The Company shall apply or distribute Cash Flow from Liquidation in the following manner and in the following order of priority:

9.6.1 In payment of debts and obligations of the Company owed to third parties, which shall include any Member as the holder of any secured loan and to the expenses of liquidation in the order of priority as provided by law; then

9.6.2 To the setting up of any reserves which the Board may deem necessary for any contingent or unforeseen liabilities or obligations of the Company; then

9.6.3 In payment of any debts or obligations of the Company to any Manager, including any non-reimbursed Company expenses; then

9.6.4 In payment of any accrued but unpaid interest on, and then in payment of the unpaid principal balance, if any, of any and all loans made by any Member to the Company in accordance with this Agreement; then

9.6.5 To the Members in accordance with Section 4.7 .

Net Losses attributable to the expenditure of funds held under the reserve in Section 9.6.2 shall be allocated to each Member to the extent such expenditure will reduce the amount of cash eventually distributed to each Member.

Section 9.7 Distributions In Kind . The Board shall use its best efforts to dispose of the assets of the Company so that the liquidating distributions in this Section 9.6 may be made to the Members in cash; provided, however, that, at the time of the termination of the Company, the Board may determine, in its sole discretion, that certain assets owned by the Company in the form of work in progress, notes, deeds to secure debt, real property or other non-cash assets, if any, shall be distributed in kind to the Members, in lieu of cash, proportionately to their right to receive the assets of the Company on an equitable basis reflecting the then fair market value of the assets so distributed, which fair market value shall be determined as of the date of such distribution by an appraisal from an experienced third-party appraiser engaged by the Board. Each Member’s Capital Account shall be charged or credited, as the case may be, as if each asset distributed in kind had been sold for cash at fair market value and the Net Gain or Net Loss recognized thereby had been allocated to and among the Members in accordance with Article 4 .

Section 9.8 Date of Termination . When the Company’s cash and assets have been substantially applied and distributed in accordance with the provisions of Section 9.6 and subject to the time limitation set forth in Section 9.5.1 , the Board shall file with the Delaware Secretary of State a certificate of cancellation of the Certificate of Formation and the Company shall be terminated. The establishment of any reserves in accordance with the provisions of Section 9.6 hereof nor the holding of any other property which the Company is actively seeking to liquidate shall not have the effect of extending the term of the Company to the extent permitted under the Act, but any unexpended reserve amount or proceeds obtained upon the final liquidation of other property shall be distributed in the order and priority provided in such Section upon expiration of the period of such reserves or the closing of the liquidation of the property and the provision for any claims that may arise therefrom.

ARTICLE 10

AMENDMENT OF AGREEMENT; MEETINGS

Section 10.1 Amendments .

10.1.1 Power to Amend . Notwithstanding anything in the Act or this Agreement to the contrary, the Board shall have the power, without the consent of the Members, to amend this Agreement or the Certificate of Formation as may be required to facilitate or implement any of the following purposes to:

(a) add to the obligations of the Board or surrender any right or power granted to the Board or any Affiliate of the Members designating the members of the Board for the benefit of the Members;

(b) reflect the admission, substitution, termination, or withdrawal of Members in accordance with this Agreement;

(d) satisfy any requirement, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency, any order of any court of competent jurisdiction, any opinion of any relevant court interpreting a statute or other law, or contained in any federal or state statute; and

(e) amend the provisions of the Agreement relating to the allocation of profits or losses or items thereof (including nontaxable receipts and nondeductible expenditures) or credits among Members if the Company is advised by its independent certified public accountants or legal counsel that it is likely that such allocations would not be respected for federal income tax purposes, provided that such amendments to the maximum extent possible shall not alter the rights of Members to receive distributions as provided in the Agreement.

10.1.2 Consent of Members Required . Except as otherwise provided in Section 10.1.1 , neither this Agreement nor the Certificate of Formation shall be amended unless such amendment is adopted by a Super-Majority of the Board and approved by (a) a Super-Majority of Members in the case of (i) any amendment to this Section 10.1 or (ii) any amendment that would be reasonably likely to jeopardize the status of the Company as a limited liability company under federal income tax law; and (b) each Member adversely affected in the case of any amendment that would (i) impose an obligation on any Member to increase or reduce its Capital Contributions, (ii) modify the limited liability of any Member, (iii) further restrict the transferability of all or any part of a Member’s Interest, or (iv) increase the liabilities or obligations, or diminish the rights and protections of, a particular Member or group of Members differently than the other Members.

Section 10.2 Meetings of Members .

10.2.1 General . The Board may call meetings of Members. In addition, the Board shall call a meeting upon the request in writing, or by e-mail if an e-mail address has been provided to the Board, of any Member who has an Ownership Percentage of at least 50% at such time. Such meetings shall be held at the principal office of the Company, or at such other place as may be designated by the Board. Notice of any such meeting shall be given to all Members not less than 10 days or more than 60 days prior to the date of such meeting. The notice shall state the purpose(s) of the meeting. Members may vote in person or by proxy at such meeting.

10.2.2 Actions Without a Meeting . Any action required or permitted to be taken at a meeting of Members may be taken without a meeting upon request by the adoption of a resolution in writing, including by e-mail or other electronic vote conducted according to the procedures set forth in Section 10.2.3 , setting forth the action so taken and signed or authenticated by a Super-Majority of Members (or such greater percentage as is expressly required by this Agreement or the Act). Such writing or electronic vote may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a Super-Majority of Members (or such greater percentage as is expressly required by this Agreement). Such writing or electronic vote shall be filed with the Board. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For the purposes of the actions taken by the Members pursuant to this Section 10.2.2 , the Board shall be permitted to participate as part of a Super-Majority of Members, notwithstanding the definition of such term in this Agreement.

10.2.3 Conduct of Electronic Voting . Notwithstanding the attendance of a quorum at a meeting of the Members, and to the extent not prohibited by the Act, voting on resolutions properly brought before any meeting may be taken at such meeting, or if the resolution so provides, may be made electronically, by either e-mail sent by the Member voting, if there is no reason to believe that such e-mail is not authentic, or by other electronic means, including clicking on a voting button on a secure web site established for such purpose which contains procedures for reasonably authenticating the identity of the Person purporting to submit a vote. If by e-mail, a vote is to be sent to the

Board and each other Member. If by other electronic means, then the Board is to have control over such website and shall tabulate the votes made in such a manner. The period for electronic voting shall be set forth in the resolution to be voted on, but shall open within 24 hours of the question being called, and shall remain open for a minimum of seven days after notice is provided to each Member of the electronic vote to be taken. Any Member not present at the Company meeting at which the question is called shall promptly be given notice of the resolution and the manner in which votes are being taken. As soon as the number of Members required for the passage or defeat of the resolution in question have voted for its passage or defeat, the Board shall then give notice to each Member, and the period for electronic voting shall close approximately 24 hours thereafter at the time set forth in the Board’s notice, even if the seven day window will not yet have expired. An electronic vote may be withdrawn by a Member by notice to the Board, provided such notice (which may be by e-mail notice) occurs before the Board has announced that the number of Members required for the passage or defeat of the resolution in question have voted for its passage or defeat; thereafter, no vote submitted on the question at any time may be withdrawn except upon the sworn affidavit of the Member in question that the vote recorded was not submitted by such Member or pursuant to any clerical authority granted by such Member. Voting on any question or resolution electronically in accordance with this Agreement shall constitute a waiver of notice of the meeting at which such question was posed or resolution proposed, and shall also constitute a waiver of the use of the validity of electronic voting for such question or resolution, except for the Member using electronic means to clearly and conspicuously assert that the question or resolution may not be properly submitted to an electronic vote, or that the vote is being taken in a manner that is contrary to the Act or this Agreement.

10.2.4 Proxy . Each Member may authorize any Person or Persons to act for him by proxy on all matters in which the Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. For any proxy that must be in writing, this requirement is satisfied if the proxy is by e-mail and a copy of the proxy e-mail is delivered to the proxy holder. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.

ARTICLE 11

GENERAL PROVISIONS

Section 11.1 Further Assurances . Each party to this Agreement agrees to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents, and to do all such other acts and things, as may be required by law or as the Board may reasonably deem necessary or advisable to carry out the intent and purpose of this Agreement.

Section 11.2 Notices . Unless otherwise specified in this Agreement, all notices, demands, elections, requests or other communications that any party to this Agreement may desire or be required to give hereunder shall be in writing, or by e-mail if an e-mail address has been provided to the Board, and shall be given by hand by depositing the same, or if e-mail a copy of, in the United States mail, first class postage prepaid, certified mail, return receipt requested, or by a recognized overnight courier service providing executed confirmation of delivery, to, with respect to each Member, the address set forth under such Member’s name in Schedule 1 and, with respect to the Board and the Company, to the Company’s registered office address as set forth in Section 2.5 or at such other address as may be designated by the addressee thereof (which in the case of the Company, shall be designated by the Board) upon written notice to all of the Members. All notices given pursuant to this Agreement shall be deemed to have been given (a) if delivered by hand on the date of delivery or on the date delivery was refused by the addressee, (b) if sent by United States mail, three Business Days following deposit of the notice in the mail, (c) if sent by overnight courier or express mail, one Business Day following deposit of the notice with the courier or express mail provider, or (d) if sent by e-mail, one Business Day following the sending of the e-mail, as long as the sender did not receive correspondence attesting to the failure of the electronic delivery.

Section 11.3 Certification of Non-Foreign Status . In order to comply with Section 1445 of the Code and the applicable Regulations thereunder, in the event of the disposition by the Company of a United States real property interest as defined in the Code and Regulations, each Member shall provide to the Company and the Tax Matters Partner, an affidavit stating, under penalties of perjury, (a) the Member’s address, (b) United States taxpayer identification number, and (c) that the Member is not a foreign person as that term is defined in the Code and Regulations. Failure by any Member to provide such affidavit by the date of such disposition shall authorize the Board to withhold 39.6% (or other percentage or amount required by the Code or Regulations) of each such Member’s allocable share of the gain realized by the Company on the disposition.

Section 11.4 Headings and Captions . All headings and captions contained in this Agreement and the table of contents hereto are inserted for convenience only and shall not be deemed a part of this Agreement.

Section 11.5 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one Agreement. Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Agreement, and any telecopy or other facsimile transmission of any signature shall be deemed an original and shall bind such party.

Section 11.6 Arbitration . Any dispute, controversy, difference or claim which may arise between the parties to this Agreement, out of or in relation to or in connection with this Agreement (including arising out of or relating to the validity, construction, interpretation, enforceability, breach, performance, application or termination of this Agreement) shall, subject to Section 11.7 , be settled by binding “baseball arbitration” as follows. Any party to this Agreement may refer such issue to arbitration by submitting a written notice of such request to the other parties, with the arbitration to be held in the state mutually agreed by the disputing parties. Promptly following receipt of such notice, the disputing parties shall meet and discuss in good faith and seek to agree on an arbitrator to resolve the issue, which arbitrator shall be neutral

and independent of the disputing parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the biofuels industry, and shall have some experience in mediating or arbitrating issues relating to such agreements. If the disputing parties cannot agree on a single arbitrator within 15 days of request by a disputing party for arbitration, then each disputing party shall select an arbitrator meeting the foregoing criteria and the two arbitrators so selected shall select within ten days of their appointment a third arbitrator meeting the foregoing criteria. Within 15 days after an arbitrator(s) is selected (in the case of the three-person panel, when the third arbitrator is selected), each disputing party will deliver to both the arbitrator(s) and the other disputing parties a detailed written proposal setting forth its proposed terms for the resolution for the matter at issue (the “ Proposed Terms ” of such disputing party) and a memorandum (the “ Support Memorandum ”) in support thereof. The disputing parties will also provide the arbitrator(s) a copy of this Agreement, as it may be amended at such time. Within 15 days after receipt of the other disputing parties’ Proposed Terms and Support Memorandum, each disputing party may submit to the arbitrator(s) (with a copy to the other disputing parties) a response to the other disputing party’s Support Memorandum. No disputing party may have any other communications (either written or oral) with the arbitrator(s) other than for the sole purpose of engaging the arbitrator or as expressly permitted in this Section 11.6 ; provided that, the arbitrator(s) may convene a hearing if the arbitrator(s) so chooses to ask questions of the disputing parties and hear oral argument and discussion regarding each disputing party’s Proposed Terms. Within 60 days after the arbitrator’s appointment, the arbitrator(s) will select one of the Proposed Terms (without modification) provided by the disputing parties that he or she believes is most consistent with the intention underlying and agreed principles set forth in this Agreement. The decision of the arbitrator(s) shall be final, binding, and unappealable. For clarity, the arbitrator(s) must select as the only method to resolve the matter at issue one of the sets of Proposed Terms, and may not combine elements of both Proposed Terms or award any other relief or take any other action.

Section 11.7 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

11.7.1 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without regard to conflicts of laws principles.

11.7.2 If a dispute, controversy, difference or claim is not resolved pursuant to Section 11.6 , all actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware or any federal court sitting in the State of Delaware, and the parties to this Agreement hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consent to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties to this Agreement or as specifically provided herein. The parties to this Agreement agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

11.7.3 EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 11.8 Partition . The Members hereby agree that no Member nor any successor-in-interest to any Member shall have the right to have the property of the Company partitioned, or to file a complaint or institute any proceeding at law or in equity to have the property of the Company partitioned, and each Member, on behalf of himself, his successors, representatives, heirs and assigns, hereby waives any such right.

Section 11.9 Invalidity . In the event that any provision or requirement of this Agreement is in violation of any law or regulation or otherwise found to be invalid or unenforceable in any jurisdiction, (a) such provision or requirement shall not be enforced except to the extent it is not in violation of such laws or regulations or otherwise invalid or unenforceable, (b) the Parties will promptly renegotiate to restore such provision or requirement of this Agreement as near as possible to its original interest and effect, and (c) all other provisions and requirements of this Agreement shall remain in full force and effect.

Section 11.10 Successors and Assigns . This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns. No Person other than the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and permitted assigns shall have any rights or claims under this Agreement.

Section 11.11 Entire Agreement . This Agreement, together with the recitals contained herein and Exhibits and Schedules attached hereto, supersedes all prior agreements among the parties with respect to the subject matter hereof and contains the entire agreement among the parties with respect to such subject matter.

Section 11.12 Additional or Substituted Members . If this Agreement shall be amended as a result of adding or substituting a Member, the amendment to this Agreement shall be signed by each Manager and by the Person to be added or substituted and by the assigning Member, if any. In making any amendments, the Board shall prepare and file (or cause to be prepared and filed) for recordation such documents and certificates as shall be required to be prepared and filed.

Section 11.13 No Third Party Beneficiaries . This Agreement is not intended and shall not be construed as granting any rights, benefits or privileges to any Person not a party to this Agreement.

Section 11.14 Maintenance as a Separate Entity . The Company shall maintain books, records and accounts separate from those of its Affiliates and hold itself out to the public as a legal entity separate and distinct from its Affiliates. The Company shall cause its business to be carried on by the Members pursuant to this Agreement.

Section 11.15 Construction of Agreement . This Agreement and any documents or instruments delivered pursuant hereto shall be construed without regard to the identity of the Person who drafted the various provisions of the same. Further, each Member acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement or such other documents and instruments.

Section 11.16 Confidentiality . Subject to applicable legal and regulatory requirements, each Member shall maintain the confidentiality of the existence and contents of this Agreement and each Member’s identity. No Member will reveal such matters to others except (a) as approved by the Board, (b) to its lenders, advisors, counsel, representatives, members, partners, shareholders, officers or directors (collectively, its “ Representatives ”), or (c) to the extent ordered by a court or required by law; provided , however , that its Representatives shall be informed by the relevant Member of the confidential nature of the contents of this Agreement and such Member shall be responsible for causing such Representatives to comply with the foregoing confidentiality undertaking. No advertisement or other publicity concerning this Agreement will be made or disseminated by any Member without the approval of the Board, which approval will not be unreasonably withheld. Notwithstanding the foregoing provisions of this Section 11.16 , each Member and its Representatives may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions and all materials of any kind (including opinions or other tax analyses) that are provided to the Member relating to such tax treatment or tax structure. Furthermore, each Member acknowledges and agrees that it does not know or have reason to know that its use or disclosure of information related to the tax treatment or tax structure with respect to the offering of Interests or the Company is limited in any other manner for the benefit of any other Person. No announcement or other publicity concerning this Agreement or the Company shall identify the name of any Member without the prior written approval of such Member; provided, however , that nothing in this Agreement shall restrict the Company from disclosing information (i) that is already publicly available, (ii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that the Company will use reasonable efforts to notify the identified Member in advance of such disclosure so as to permit such Member to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate with the Member in pursuing any such protective order, (iii) to the extent that the Company reasonably believes it appropriate in order to comply with any requirement of law, (iv) to the Company’s officers, directors, agents, employees, members, partners, controlling persons, auditors or counsel, or (v) to persons from whom releases, consents or

approvals are required, or to whom notice is required to be provided, pursuant to this Agreement.

Section 11.17 Additional Default Remedies. In the event of a default by any Member (that is not cured within any applicable cure period), the non-defaulting Members and/or the Company, in addition to the rights and remedies set forth elsewhere in this Agreement, shall have all rights and remedies at law and in equity, including the right to specific performance. In addition, if any Member(s) (or the Company) brings any action to collect an amount due to it hereunder, the prevailing party in such action shall be entitled to all costs incurred therein, including reasonable legal fees.

ARTICLE 12

POWER OF ATTORNEY

Section 12.1 Company as Attorney-In-Fact . Each Member hereby makes, constitutes, and appoints the Company with full power of substitution and resubstitution, his true and lawful attorney-in-fact for him and in his name, place, and stead and for his use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record: (a) all certificates of limited liability company, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) that the Company may deem necessary or appropriate to be filed by the Company under the laws of the State of Delaware; (b) any and all certificates and forms, including without limitation IRS Form 8832, establishing the tax classification of the Company; (c) any and all amendments or changes to this Agreement and the instruments described in (a), as now or hereafter amended, that the Company may deem necessary or appropriate to effect a change or modification of the Company in accordance with the terms of this Agreement, as provided in Article 10 ; (d) all certificates of cancellation and other instruments which the Company may deem necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this Agreement; and (e) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary or appropriate by the Company to carry out fully the provisions of this Agreement in accordance with its terms. Each Member authorizes each such attorney-in-fact to take any further action that such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Member might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

Section 12.2 Nature as Special Power . The power of attorney granted pursuant to this Article 12 :

(a) Is a special power of attorney coupled with an interest and is irrevocable;

(b) May be exercised by any such attorney-in-fact by listing the Members executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Members; and

(c) Shall survive the death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of a Member and shall survive the delivery of an assignment by a Member of the whole or a portion of his Interests, except that where the assignment is of such Member’s entire Interests and the assignee is admitted as a substituted Member, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution.

[Remainder of this page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

COMPANY

/s/ Rick Sterling

Name: Rick Sterling

Title: Manager

MEMBERS

INTREXON CORPORATION

/s/ Donald P. Lehr

Name: Donald P. Lehr

Title: Chief Legal Officer

NRM VII HOLDINGS I, LLC

/s/ Randal J. Kirk

Name: Randal J. Kirk

Title: Manager, Third Security, LLC, which is the Manager of Third Security Capital Partners VII, LLC, which is the Manager of NRM VII Holdings I LLC

[Additional signatures on successive pages]

Member:

Name:

Please print full name of Member (individual or entity)

* Please indicate if Member is a trust or if the membership interest will be held jointly

Signature:

Authorized signature(s) of Member

Name & Title:

Please print name & title of authorized signatory if Member is an entity

[Additional signatures on successive pages]

SCHEDULE 1


Member Name and Address for Notice	Capital Contribution	Units of Membership Interest	Additional Capital Commitment
Intrexon Corporation 20374 Seneca Meadow Parkway Germantown, Maryland 20876 Attn: Donald P. Lehr Phone: (301) 556-9809 E-mail: dlehr@intrexon.com	Technology rights valued at $25,000,000	2,500	$25,000,000
NRM VII Holdings I, LLC c/o Third Security LLC The Governor Tyler 1881 Grove Avenue Radford, Virginia 24141 Attn: Milan Tolley, Third Security, LLC Phone: (540) 633-7932 E-mail: Milan.tolley@thirdsecurity.com	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]

TOTAL	$50,000,000	5,000	$50,000,000

EXHIBIT A

Investors

NRM VII Holdings I, LLC

[*****]

EXHIBIT B

Acceptance of Limited Liability Company Agreement

INTREXON ENERGY PARTNERS, LLC


Name of Member (full legal name) Member Interest Units
Capital Contribution
Applicant’s Postal Address
Telephone
Facsimile
Taxation Identification number of Applicant
Bank Account Details for distributions		Bank Branch Account Number

•

The representations and warranties set forth in Section 7.2 and Section 7.3 of the Amended and Restated Limited Liability Company Agreement of Intrexon Energy Partners, LLC are hereby incorporated, mutatis mutandis, and Member hereby declares, represents and warrants to the Company, the Tax Matters Partner and each other Members that such representations and warranties are true and correct.

•

Member will provide the Tax Matters Partner with such information as the Tax Matters Partner reasonably requests from time to time with respect to Member’s identity, citizenship, residency, ownership, tax status, business or control so as to permit the Tax Matters Partner to evaluate and comply with any regulatory and tax requirements applicable to the Partnership, provided that any confidential information so provided shall be kept confidential by the Tax Matters Partner and shall not be disclosed to any third party unless required by law or by any court of law or by any regulatory authority.

•

Member hereby authorizes the Tax Matters Partner to disclose to Members (including prospective Members) its name, the balance of its Capital Account, if any, and the number of Units held by Member.

•

Member hereby (a) has all requisite authority to acquire the Interest and (b) accepts and executes this document as a Member pursuant to, and hereby confirms, adopts, and ratifies, and agrees to be bound by all of the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of Intrexon Energy Partners, LLC, which the undersigned acknowledges it has read and understood, and agrees that the Amended and Restated Limited Liability Company Agreement of Intrexon Energy Partners, LLC is binding upon and inures to the benefit of their respective heirs, legatees, devisees, legal representatives, successors and Permitted Transferees.

THE MEMBER AGREES NOT TO OFFER, SELL, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, DIRECTLY OR INDIRECTLY, ALL OR ANY PART OF THE INTEREST OR ANY INTEREST THEREIN, EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AS AMENDED FROM TIME TO TIME AND APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR AN EXEMPTION THEREFROM, AND ANY OTHER APPLICABLE SECURITIES LAWS). IN ADDITION, MEMBER FURTHER AGREES THAT MEMBER WILL NOT SELL, TRANSFER OR OTHERWISE DISPOSE OF ALL OR ANY PART OF THE INTEREST (OR ANY INTEREST THEREIN) ON AN “ESTABLISHED SECURITIES MARKET”, A “SECONDARY MARKET”, AN OVER-THE-COUNTER MARKET OR THE “SUBSTANTIAL EQUIVALENT THEREOF”, IN EACH CASE WITHIN THE MEANING OF SECTION 7704 OF THE CODE, AS AMENDED, AND THE UNITED STATES TREASURY REGULATIONS PROMULGATED THEREUNDER.

This Acceptance of Limited Liability Company Agreement of Intrexon Energy Partners, LLC and the rights, obligations and relationships of the parties under this Acceptance of Limited Liability Company Agreement of Intrexon Energy Partners, LLC and the Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Words and expressions used in this Acceptance of Limited Liability Company Agreement of Intrexon Energy Partners, LLC shall bear the same meanings as in the Amended and Restated Limited Liability Company Agreement, as amended from time to time.

E XHIBIT B - P AGE 2

IN WITNESS WHEREOF, this Acceptance of Limited Liability Company Agreement of Intrexon Energy Partners, LLC has been executed and delivered as a deed this day of , 20 .

ACKNOWLEDGMENT


State of		§
		§
County/Parrish of		§

BEFORE ME, the undersigned authority, did personally appear , who after having established to me his/her identity, did execute the above Acceptance of Limited Liability Company Agreement of Intrexon Energy Partners, LLC for the purposes stated therein.

Notary Public in and for the State of

and the County of .

Name:

My Commission Expires:

[Affix Notary Seal, if required by law]

E XHIBIT B - P AGE 3

Exhibit 99.1

COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of the last date signed below (“ Effective Date ”) by and among Intrexon Corporation, a Virginia corporation (the “ Company ”), and each of those persons and entities, severally and not jointly, who have executed a signature page to this Agreement accepted and executed by the Company (which persons and entities are hereinafter collectively referred to as “ Subscribers ” and each individually as a “ Subscriber ”).

WHEREAS, the Company desires to issue and sell to certain individuals and entities acceptable to the Company a number of shares (the “ Shares ”) of no par value Common Stock of the Company (the “ Common Stock ”) for an aggregate purchase price of up to $25,000,000 with the purchase price per share equal to the closing price of the Common Stock on the trading day immediately preceding the Closing (as defined below) (the “ Per Share Price ”), which shares shall be authorized and issued in accordance with the terms of this Agreement (the “ Common Stock Financing ”); and

WHEREAS, in connection with the Common Stock Financing and subject to the terms and conditions set forth in this Agreement, each of the Subscribers desires to purchase from the Company that number of shares of Common Stock set forth beneath each such Subscriber’s signature to this Agreement at the Per Share Price.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. PURCHASE AND SALE

1.1 Sale and Issuance of Shares . In consideration of and in express reliance upon the representations, warranties and covenants set forth herein and subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Subscriber, and each Subscriber shall purchase from the Company, that number of Shares set forth beneath each such Subscriber’s signature to this Agreement at the Per Share Price.

1.2 Closing . The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures at 2:00 p.m. (Germantown, Maryland time) on the Effective Date, or at such other time, date or place not later than three business days after the satisfaction or waiver of the conditions precedent set forth in Section 4 , or as the Company and Subscribers shall mutually agree (which time, date and place are referred to in this Agreement as the “ Closing ”). At the Closing, the Company shall make a book entry for each Subscriber registering in the name of such Subscriber that number of Shares set forth beneath such Subscriber’s signature to this Agreement against delivery to the Company by such Subscriber at or before the Closing of the aggregate purchase price for such Shares payable in immediately available funds by wire transfer to an account or accounts designated by the Company.

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As a material inducement to each Subscriber to enter into and perform its obligations under this Agreement, the Company represents and warrants to Subscribers that, other than as disclosed in the Company’s SEC Filings (as defined below), the statements contained in this Section 2 are true, complete and correct as of the Closing (except that those statements which address matters only as of a particular date which are true, correct and complete as of such date). For purposes of the representations and

warranties set forth in this Section 2 , the Company will be deemed to have “knowledge” of a particular fact or other matter if Randal J. Kirk, Krish S. Krishnan, Thomas D. Reed, Rick L. Sterling, Donald P. Lehr, Suma M. Krishnan, Darryl Webster, Samuel Broder, Greg Frost, Thomas R. Kasser, Robert F. Walsh, III, Nir Nimrodi or Kelly Huang is actually aware of such fact or other matter.

2.1 Organization and Qualification . The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on (i) the business, properties or financial condition of the Company, (ii) the Shares or (iii) the enforceability of this Agreement (a “ Material Adverse Effect ”).

2.2 Articles of Incorporation and Bylaws . The Company’s Articles of Incorporation (the “ Articles ”) and Bylaws (the “ Bylaws ” and, together with the Articles, the “ Governing Documents ”) that are on file with the United States Securities and Exchange Commission (the “ SEC ”) are complete and correct copies thereof as in effect on the date hereof. The Governing Documents are in full force and effect. The Company is in compliance with the material terms of the Governing Documents.

2.3 Capitalization .

(a) The authorized capital stock of the Company consists of 225,000,000 shares of capital stock, of which 200,000,000 are designated Common Stock and 25,000,000 are designated preferred stock, no par value per share (“ Preferred Stock ”). As of the close of business on March 15, 2014, (a) 97,808,020 shares of Common Stock were issued and outstanding, all of which were validly issued and fully paid, nonassessable and free of preemptive rights, (b) 3,676,887 shares of Common Stock were issuable (and such number was reserved for issuance) upon exercise of options to purchase Common Stock (the “ Options ”) outstanding as of such date and (c) 414,404 shares of Common Stock were issuable (and such number was reserved for issuance) upon exercise of warrants to purchase Common Stock (the “ Warrants ”) outstanding as of such date. As of the date hereof, no shares of Preferred Stock were issued and outstanding.

(b) As of the close of business on March 15, 2014, except for (i) the Options, (ii) the Warrants and (iii) other arrangements and agreements set forth the Company’s SEC Filings, there were no options, warrants or other rights to acquire capital stock or other equity interests from the Company, or securities convertible into or exchangeable for such capital stock or other equity interests. Other than (A) shares of capital stock reserved for issuance as provided in this Section 2.3 , (B) options to purchase Common Stock or other equity awards issued in accordance with the Intrexon Corporation 2013 Omnibus Incentive Plan in the ordinary course of business (the “ Awards ”) and (C) the issuance of up to that number of shares equal to 10% of the Company’s outstanding shares of Common Stock (calculated following the sale of Shares hereunder) in connection with mergers or acquisitions of businesses, entities, property or other assets, joint ventures or strategic alliances (the “ Strategic Issuances ”), since the close of business on March 15, 2014 through the date hereof, the Company has not issued any shares of its capital stock or other equity interests, or securities convertible into or exchangeable for such capital stock or other equity interests. All shares of Common Stock subject to issuance upon exercise of the Options, the Awards, the Strategic Issuances and the Warrants, upon issuance prior to the Closing on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. The shares of Common Stock to be issued in connection with the Common Stock Financing, when issued as contemplated herein, will be duly authorized, validly issued, fully paid and nonassessable, will not be in violation of any preemptive rights and will be free and clear of all liens, charges, restrictions, claims and encumbrances except as set forth in this Agreement and the Articles.

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(c) Except with respect to the Options, the Awards, the Strategic Issuances and any related grant agreements and with respect to the Warrants, there are no outstanding contractual obligations of the Company (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive right with respect to, any shares of Common Stock or any capital stock of, or other equity interests in, the Company. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act of 1933, as amended (the “ Securities Act ”), and any applicable U.S. state securities or “blue sky” laws (“ Blue Sky Laws ”).

2.4 Subsidiaries . Except as set forth on Schedule 2.4 hereto, the Company does not (a) own of record or beneficially, directly or indirectly, (i) any shares of capital stock, securities convertible into capital stock or any other equity interest or debt security of any corporation or (ii) any equity interest or debt security in any partnership, joint venture or other non-corporate Person or (b) control, directly or indirectly, any other Person. “ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government body. Except as disclosed in Schedule 2.4 hereto, the Company owns, directly or indirectly, all of the capital stock or comparable equity interests of each subsidiary free and clear of any and all liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

2.5 Authorization; Enforceability .

(a) The Company has all requisite corporate power and authority to execute, deliver and perform, as applicable, this Agreement.

(b) All corporate action on the part of the Company and its officers, directors and shareholders necessary for (i) the authorization, execution, delivery and performance of all obligations of the Company under this Agreement has been taken and (ii) the issuance and sale by the Company of the Shares hereunder has been taken. This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (B) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (C) to the extent that the enforceability of the indemnification provisions may be limited by applicable laws (the “ Equitable Exceptions ”).

2.6 Litigation . There is no material action, suit or proceeding pending or, to the Company’s knowledge, currently threatened against the Company or against any director, officer or employee of the Company. The Company is not a party to, or subject to the provisions of, any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no material action, suit, proceeding or investigation by the Company currently pending or that the Company intends to initiate.

2.7 Intellectual Property .

(a) The Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted (collectively, “ Company Intellectual Property ”), without any known infringement of the rights of others. The Company is not aware of any allegations that the Company is presently violating any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information or other proprietary rights of any other Person.

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(b) To the Company’s knowledge, no third party has interfered with, infringed upon, misappropriated or otherwise come into conflict with the Company’s rights with respect to the Company Intellectual Property.

(c) The Company is not aware of any grounds for, and has received no notice of, a breach by the Company or termination by a third party of any license pursuant to which the Company or one of its wholly owned subsidiaries licenses Company Intellectual Property.

(d) Each current and former employee and consultant of the Company has assigned to the Company all intellectual property rights he or she owns that are related to the Company’s business as now conducted and as presently proposed to be conducted. No shareholder, member, director, officer or employee of the Company has any interest, right or title in any of the Company Intellectual Property.

2.8 SEC Filings; Financial Statements .

(a) Since August 7, 2013, the Company has timely filed with or furnished to the SEC all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents required to be filed by it under the Securities Act or the Exchange Act, as the case may be, from and after August 7, 2013 (collectively, the “ SEC Filings ”). Each SEC Filing, as amended or supplemented if applicable, (i) as of its date, or, if amended, as of the date of the last such amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002, as amended (the “ Sarbanes-Oxley Act ”), as the case may be, and the rules and regulations of the SEC thereunder, applicable to such SEC Filing, and (ii) did not, at the time it was filed (or became effective in the case of registration statements), or, if amended, as of the date of the last such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to SEC Filings and, to the Company’s knowledge, none of the SEC Filings is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. To the extent not publicly available, the Company has made available to the Subscribers complete and accurate copies of all reports, documents, claims, notices, filings, minutes, transcripts, recordings and other material correspondence between the Company, on the one hand, and the SEC, on the other hand, since January 1, 2012.

(b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Filings, as amended, supplemented or restated, if applicable, was prepared in accordance with GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and each presented fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the consolidated subsidiaries of the Company as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments).

(c) The Company and its subsidiaries have implemented and maintain a system of internal control over financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that is reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP for external purposes and

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includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements, and such system of internal control over financial reporting is reasonably effective. The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(d) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the SEC’s rules and forms (and such disclosure controls and procedures are reasonably effective), and has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses known to it in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud known to it, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

(d) Except as and to the extent set forth (i) on the consolidated balance sheet of the Company and the consolidated subsidiaries of the Company as of December 31, 2012 included in the Company’s registration statement on Form S-1 filed on May 10, 2013, as amended, including the notes thereto or (ii) in the SEC Filings filed after August 7, 2013, none of the Company or any consolidated subsidiary of the Company has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP and none have arisen since such date, except for liabilities or obligations (A) under this Agreement or incurred in connection with the Common Stock Financing, (B) incurred in the ordinary course of business consistent with past practice since December 31, 2012 or (C) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2.9 No Conflict; Required Filings and Consents .

(a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate any provision of the Governing Documents, (ii) assuming that all consents, approvals, authorizations and permits described in Section 2.9(b) have been obtained and all filings and notifications described in Section 2.9(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any law applicable to the Company or by which any property or asset of the Company is bound or affected, except, as to clause (ii), for any such conflicts, violations or other occurrences as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Common Stock Financing (including the issuance of the Shares), other than (i) (A) the filing with the SEC of one or more Registration Statements in accordance with the requirements of Section 6.2 below, (B) filings required by applicable Blue Sky Laws, (C) the filing of a Notice of Sale of Securities on Form D with the SEC under Regulation D of the Securities Act, (D) the

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filing of any requisite notices and/or application(s) to the New York Stock Exchange LLC for the issuance and sale of the Shares and the listing of the Shares thereon in the time and manner required thereby and (E) those that have been made or obtained prior to the date of this Agreement, or (ii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2.10 Employees and Employee Matters . Except as would not reasonably be expected to have a Material Adverse Effect, the Company has complied with all federal, state and local laws relating to the hiring of employees, consultants and advisors and the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes. The Company is not delinquent in material payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees or upon any termination of the employment of any such employees.

2.11 Permits . The Company has all material franchises, permits and licenses necessary for the conduct of its business as now being conducted by it (including, without limitation, owning and leasing its property and assets). Except as would not reasonably be expected to have a Material Adverse Effect, the Company is not in default under any of such franchises, permits, licenses or other similar authority and none of such franchises, permits, licenses or other similar authority limit the full operation of the Company’s business as presently conducted.

2.12 Title to Property and Assets . The Company owns no real property. Except for certain rights granted to the Defense Advanced Research Products Agency (“ DARPA ”), pursuant to which DARPA may, upon certain circumstances, claim for the U.S. Government or direct the disposition of aggregate “supplies” and individual items of “equipment” that have or has a fair market value of $5,000 or more and were procured under agreements among DARPA and each of Neugenesis, Inc. and Intrexon AB (as successor in interest to Agarigen, Inc.), the Company owns all of its assets free and clear of any mortgage or material lien or other encumbrance. With respect to the property and assets it leases, the Company is in compliance with such leases and holds a valid leasehold interest free and clear of any mortgage or material lien or other encumbrance.

2.13 Material Contracts . As of the date of this Agreement, neither the Company nor any of its assets, properties, businesses or operations is a party to, bound or affected by, or receives benefits under any contract which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (a “ Material Contract ”). Except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, (i) each Material Contract is valid and binding on the Company and, to the Company’s knowledge, each other party thereto, and in full force and effect, (ii) each Material Contract is enforceable against the Company and, to the Company’s knowledge, the other parties thereto in accordance with the terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights generally and by the application of general principles of equity and (iii) the Company has not received written notice of any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Material Contract.

2.14 Tax Returns, Payments and Elections . Except as would not reasonably be expected to have a Material Adverse Effect, all federal, state and local tax returns and reports of the Company required by law to be filed have been duly filed, all taxes and other fees due thereon have been paid, and the Company has withheld and paid all taxes required to have been withheld and paid in connection with

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amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party. No audit, deficiency, assessment or proposed adjustment of the Company’s federal, state or local income or franchise taxes has occurred in the past or is pending and the Company has no knowledge of any proposed liability for any tax to be imposed upon its properties or assets. There is no tax lien, whether imposed by any federal, state, county or local taxing authority, outstanding against the assets, properties or business of the Company. Neither the Company nor any of its shareholders has ever filed (a) an election pursuant to Section 1362 of the Internal Revenue Code of 1986, as amended (the “ Code ”), that the Company be taxed as a subchapter “S” corporation or (b) a consent pursuant to Section 341(f) of the Code, relating to collapsible corporations.

2.15 Offering Exemption . Based in part on the representations of Subscribers set forth in Section 3 below, the offer, sale and issuance of the Shares in conformity with the terms of this Agreement are exempt from the registration requirements of the Securities Act and are exempt from the qualification or registration requirements of applicable state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to any Person or Persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act or any state securities laws.

2.16 Brokers or Finders . The Company agrees to indemnify and hold harmless Subscriber from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this Agreement or the transactions contemplated hereby (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible,

2.17 Affiliate Transactions . No employee, officer, director or 10% or greater shareholder of the Company or member of his or her immediate family (each a “ Covered Person ”) is currently indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any Covered Person. As of the date hereof, no Covered Person has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company (except for ownership of stock not to exceed 1% of the outstanding capital stock of any publicly traded company that may compete with the Company).

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBSCRIBER

As a material inducement to the Company to enter into and perform its obligations under this Agreement, each Subscriber, severally and not jointly, represents and warrants to the Company as of the Closing as follows:

3.1 Authorization; Enforceability . Subscriber has all requisite power and authority to execute, deliver and perform this Agreement. All action on the part of Subscriber and, as applicable, its directors, officers, members, partners and shareholders, necessary for the authorization, execution, delivery and performance of all obligations of Subscriber under this Agreement has been taken. This Agreement constitutes the valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, except as limited by the Equitable Exceptions.

3.2 Investor Representations .

(a) The Shares acquired by Subscriber hereunder will be acquired by Subscriber for its own account for investment purposes and not with a view to, or for sale in connection with, any distribution. Subscriber does not presently have any contract, undertaking or agreement with any Person to sell, transfer or grant participation rights to such Person or to any other Person with respect to any of the Shares acquired by Subscriber hereunder.

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(b) Subscriber is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act.

(c) Subscriber understands that the Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Subscriber acknowledges and agrees that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

(d) Subscriber acknowledges and agrees that it can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares. Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares acquired by Subscriber hereunder. Subscriber further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares.

(e) Subscriber was not contacted by the Company or its representatives for the purpose of investing in any securities of the Company offered hereby through any advertisement, article, notice or any other communication published in any newspaper, magazine or similar media, or broadcast over television or radio, or any seminar or meeting whose attendees were invited by any general advertising. The Shares purchased under this Agreement by Subscriber were not offered or sold to Subscriber by any form of general solicitation or general advertising.

(f) Subscriber has not agreed to incur, directly or indirectly, any liability for brokerage or finders’ fees, agents’ commissions or other similar charges in connection with this Agreement or any of the transactions contemplated hereby.

(g) Subscriber hereby represents and acknowledges that Subscriber is a sophisticated investor and that it knows that the Company may have material confidential information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Subscriber’s decision to purchase the Shares. Subscriber acknowledges and agrees that the Company shall have no obligation to disclose to Subscriber any such information and hereby waives and releases, to the fullest extent permitted by law, any and all claims and courses of action it has or may have against the Company and its affiliates, officers, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information in connection with the sale of the Shares to Subscriber hereunder.

(h) If Subscriber is an individual, then Subscriber resides in the state or province identified in the address of Subscriber set forth beneath such Subscriber’s signature to this Agreement; if Subscriber is a partnership, corporation, limited liability company or other entity, then the office or offices of Subscriber in which its principal place of business is located at the address or addresses of Subscriber set forth beneath such Subscriber’s signature to this Agreement.

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3.3 Legends . Subscriber acknowledges that the Shares have not been registered under the Securities Act and agrees to a restrictive notation substantially similar to the following on any book-entry account reflecting the issuance of the Shares together with such other restrictive notations as may be required by law:

“THESE SHARES OF STOCK HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.”

3.4 Compliance with Laws . Subscriber covenants and agrees that, to the extent applicable, it shall comply at all times with all laws relating to anti-money laundering, anti terrorism, trade embargoes and economic sanctions now or hereafter in effect, including, without limitation, Executive Order 13224, “Blocking Property Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism,” 66 Fed. Reg. 49079 (Sept. 23, 2001) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 and any enabling legislation or executive order relating thereto (collectively, the “ Patriot Act Laws ”). Without limiting the generality of the foregoing, to Subscriber’s knowledge, (a) Subscriber and each of its Controlled Affiliates is, and shall continue to be, in compliance with all Patriot Act Laws, (b) Subscriber is not, and is not directly or indirectly owned or controlled, in whole or in part, by, a Blocked Person (as defined below), (c) Subscriber and each of its Controlled Affiliates has not and does not conduct any business with a Blocked Person or otherwise engage in any transaction relating to any property, or interests in property, blocked by any Patriot Act Law and (d) the monies used to fund Subscriber’s purchase of the Shares are not (i) invested for the benefit of, or related in any way to, the government of, or persons within, any country under a U.S. embargo enforced by OFAC (as defined below) or (ii) derived from or related to any illegal activities, including without limitation, money laundering activities, and the proceeds (if any) from Subscriber’s investment in the Company shall not be used to finance any illegal activities. Subscriber acknowledges that it is the Company’s policy to cooperate fully with law enforcement agencies. For purposes hereof, “ Blocked Person ” means any Person that (A) is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the Office of Foreign Assets Control of the US Department of the Treasury (“ OFAC ”) or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or (B) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other applicable law. For purposes of this paragraph, “ Controlled Affiliate ” means any investment fund controlled by Subscriber, but shall not include any portfolio company in which Subscriber holds an investment.

In addition to the foregoing, each Subscriber who is not a United States person (as defined by Section 7701(a)(30) of the Code), severally and not jointly, represents and warrants to the Company as of the Closing as follows: if a Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Code), the Subscriber has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Shares, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. Subscriber’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Subscriber’s jurisdiction.

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4. CONDITIONS TO SUBSCRIBERS’ OBLIGATIONS AT CLOSING

The obligations of a Subscriber under this Agreement to purchase and pay for the respective Shares being purchased by such Subscriber at the Closing are subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions:

4.1 Representations and Warranties . The representations and warranties of the Company contained in Section 2 shall be true, correct and complete in all material respects on and as of the Closing with the same force and effect as if they had been made at such time (except that those representations and warranties which address matters only as of a particular date need only be true, correct and complete in all material respects as of such date).

4.2 Performance . The Company shall have performed and complied in all material respects with all other conditions, covenants and agreements contained in this Agreement required to be performed or complied with by it on or before the Closing.

4.3 Consents and Approvals . Any consent required for the consummation of the transactions contemplated by this Agreement, including without limitation the issuance of the Shares, shall have been obtained (collectively, “ Consents ”). All permits, approvals, filings and consents required to be obtained or made, and all waiting periods required to expire, prior to the consummation of the transactions contemplated by this Agreement under federal laws and laws of any applicable state or foreign country having jurisdiction over the transactions contemplated by this Agreement shall have been obtained, made or expired, as the case may be, and all such waiting periods shall have lapsed, and all such permits, approvals, filings and consents shall be in full force and effect.

4.4 Supporting Documents . The Company shall have delivered to Subscribers such additional supporting documents and other information with respect to the operations and affairs of the Company as Subscribers reasonably may request, including without limitation (upon request) copies of the Consents and any other board or shareholder resolutions and records of any other corporate actions taken by the Company in connection with authorizing and completing the transactions contemplated by this Agreement.

4.5 Qualifications . All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing.

5. CONDITIONS TO THE COMPANY’S OBLIGATIONS AT CLOSING

The obligations of the Company under this Agreement to sell and issue to a Subscriber such Subscriber’s respective portion of the Shares to be purchased by such Subscriber at the Closing are subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions:

5.1 Representations and Warranties . The representations and warranties of such Subscriber contained in Section 3 shall be true, correct and complete in all material respects on and as of the Closing with the same force and effect as if they had been made at such time.

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5.2 Performance . Such Subscriber shall have performed and complied in all material respects with all other conditions, covenants and agreements contained in this Agreement required to be performed or complied with by such Subscriber on or before the Closing.

5.3 Qualifications . All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing.

6. COVENANTS

6.1 Company Lock-Up . Each Subscriber covenants and agrees as follows:

(a) The Subscriber will not, during the period commencing on the date of the Closing and, subject to the terms set forth herein, ending 90 days after the Closing (the “ Company Lock-Up Period ”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of the Shares, in cash or otherwise.

(b) Notwithstanding the foregoing, (i) if the Subscriber is an individual, the Subscriber may transfer the Shares as a bona fide gift or gifts, by will or intestacy to a member or members of his or her immediate family, to a trust of which the undersigned or an immediate family member is the beneficiary, or to a partnership, the partners of which are exclusively the undersigned and/or a member or members of his or her immediate family and/or a charity and (ii) if the Subscriber is a partnership, limited liability company or corporation, the Subscriber may transfer the Shares to any of its partners, members, shareholders or affiliates; provided that in the case of any transfer or distribution pursuant to this subparagraph during the Company Lock-Up Period, each donee or distributee shall sign and deliver a lock-up letter with terms substantially similar to the terms of this Section 6.1 .

(c) Notwithstanding anything to the contrary contained herein, the Subscriber agrees that the Subscriber shall not effect any sale, transfer or other disposition of any Shares unless: (a) such sale, transfer or other disposition is effected pursuant to an effective registration statement under the Securities Act; (b) such sale, transfer or other disposition is made in conformity with the requirements of Rule 144 under the Securities Act, as evidenced by a broker’s letter and a representation letter executed by the Subscriber (reasonably satisfactory in form and content to the Company) stating that such requirements have been met; or (c) counsel reasonably satisfactory to the Company (which may be counsel to the Company) shall have advised the Company in a written opinion letter (reasonably satisfactory in form and content to the Company), upon which the Company may rely, that such sale, transfer or other disposition will be exempt from the registration requirements of the Securities Act.

(d) The Subscriber acknowledges and agrees that stop transfer instructions will be given to the Company’s transfer agent with respect to the Shares until the expiration of the Company Lock-Up Period.

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6.2 Registration Rights . The Company covenants and agrees as follows:

(a) If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from any Subscriber that purchased, and continues to hold, Registrable Shares (as defined below) in the Common Stock Offering with an aggregate value at the time of purchase based on the Per Share Price of at least $10,000,000 (an “ Initiating Subscriber ”) to register Registrable Shares owned by such Initiating Subscriber with an aggregate value of at least $10,000,000 at the time of such request, then the Company shall (i) within 15 days after the date such request is given, give notice thereof (the “ Demand Notice ”) to all Subscribers (and at the discretion of the Company other shareholders) other than the Initiating Subscriber; and (ii) as soon as practicable, and in any event within 45 days after the date such request is given by the Initiating Subscriber, file a Form S-3 registration statement under the Securities Act covering all Registrable Shares requested to be included in such registration by any other Subscriber (and, at the discretion of the Company, other registrable securities held by other shareholders), as specified by notice given by each such Subscriber (or, at the discretion of the Company, other shareholders) to the Company within 15 days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 6.2(b) and 6.2(c) .

(b) Notwithstanding the foregoing obligations, if the Company furnishes to the Subscriber requesting a registration pursuant to this Section 6.2 a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than 120 days after the request of the Initiating Subscriber is given; provided, however , that the Company may not invoke this right more than once in any 12-month period.

(c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 6.2(a) (i) during the period that is 30 days before the Company’s good faith estimate of the date of filing with the SEC of, and ending on a date that is 90 days after the effective date of, a Company-initiated registration statement, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected one registration pursuant to Section 6.2(a) within the 12-month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 6.2(c) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Subscribers withdraw their request for such registration, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 6.2(c) .

(d) All expenses, other than Selling Expenses (as defined below), incurred in connection with registrations, filings or qualifications pursuant to this Section 6.2 , including all registration, filing and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, shall be borne and paid by the Company. Expenses not specifically payable by the Company pursuant to this Section 6.2(d) shall be borne pro rata by the selling shareholders based on the number of shares sold by such selling shareholder in the offering.

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(e) For the purposes of this Section 6.2 ,

(i) “ Registrable Shares ” means Shares held by a Subscriber, provided, however , that Shares will cease to be “Registrable Shares” when (A) a registration statement covering such Shares has been declared effective by the SEC or (B) the entire amount of the Shares proposed to be sold by a Subscriber, in the opinion of counsel satisfactory to the Company, may be distributed to the public without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Act.

(ii) “ Selling Expenses ” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Shares or other securities of the Company, and fees and disbursements of counsel for any Subscriber or other selling shareholder.

7. SURVIVAL OF REPRESENTATIONS

All representations, warranties, covenants and other agreements of the Company hereunder shall be deemed made on and as of the Closing as though such representations, warranties, covenants and other agreements were made on and as of such date. All representations and warranties made by a party to this Agreement herein or pursuant hereto shall survive the Closing. All covenants and other agreements made by a party to this Agreement herein or pursuant hereto shall survive until all obligations set forth therein shall have been performed or satisfied or they shall have terminated in accordance with their terms.

8. GENERAL

8.1 Successors and Assigns . Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties (including any permitted transferees of any Shares). Subscribers may not assign its rights or obligations under this Agreement, in whole or in part, except with the consent of the Company. Any attempted assignment made in contravention of this Agreement shall be null and void and of no force or effect.

8.2 Entire Agreement . This Agreement and any confidentiality or non-disclosure agreement between the Company and Subscribers, and the documents, schedules and exhibits referred to herein or therein constitute the entire agreement among the parties and supersede all prior communications, representations, understandings and agreements of the parties with respect to the subject matter hereof and thereof. No party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. All schedules and exhibits hereto are hereby incorporated herein by reference. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

8.3 General Interpretation . The terms of this Agreement have been negotiated by the parties hereto and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any Person.

8.4 Injunctive Relief . Subscribers and the Company acknowledge and agree that, in view of the uniqueness of the Shares, damages at law would be insufficient for breach by Subscribers or the Company of any of their respective covenants in this Agreement. Accordingly, each party agrees that in the event of breach or threatened breach by the other party of any provisions of this Agreement, the non-breaching party be entitled to seek equitable relief in the form of an order to specifically perform or an injunction to prevent irreparable injury, without being required to provide security or post bond. Nothing herein shall be construed as prohibiting any party hereto from, pursuing solely or in addition any other remedies, including damages, for breach or threatened breach of this Agreement.

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8.5 Jury Trial Waiver . To the fullest extent permitted by law, and as separately bargained-for-consideration, each party hereby waives any right to trial by jury in any action, suit, proceeding or counterclaim of any kind arising out of or relating to this Agreement.

8.6 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without regard to the principles of conflicts of law thereof.

8.7 Jurisdiction . The parties hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Virginia and to the jurisdiction of the United States District Court for the Eastern District of Virginia for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement.

8.8 Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement, and may be delivered to the other parties hereto by facsimile.

8.9 Section Headings and References . The section headings contained herein are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. When a reference is made in this Agreement to a Section, Schedule or Exhibit, such reference is to a Section, Schedule or Exhibit of or to this Agreement unless otherwise indicated. The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms defined in the singular has a comparable meaning when used in the plural, and vice versa. References to a Person are also to its successors and permitted assigns. References to an agreement are to such agreement as amended, restated, modified or otherwise supplemented, from time to time. The term “dollars” and “$” means United States dollars. The word “including” means “including without limitation” and the words “include” and “includes” have corresponding meanings.

8.10 Severability . If any term of provision of this Agreement is determined to be illegal, unenforceable or invalid in whole or in part for any reason, such illegal, unenforceable or invalid provisions or party thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this Section 8.10 , then such stricken provision shall be replaced, to extent possible, with a legal, enforceable and valid provision that is as similar in tenor to the stricken provision as is legally possible.

8.11 Notices . All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when received by facsimile or email if sent during normal business hours of the recipient, if not, then on the next business day, (c) when received after having been sent by registered or certified mail, return receipt requested, postage prepaid or (d) when received after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address as set forth below and to a Subscriber at such Subscriber’s address set forth beneath such Subscriber’s signature to this Agreement or at such other address as a Subscriber or the Company may designate by 10 days advance written notice to the Company (in the case of a Subscriber) or Subscribers (in the case of the Company).

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if to the Company:

Intrexon Corporation

1750 Kraft Drive, Suite 1400

Blacksburg, VA 24060

Attention: Rick Sterling, CFO

Facsimile: 540-961-0734

Email: RSterling@intrexon.com

with a copy (which shall not constitute notice) to:

Intrexon Corporation

20374 Seneca Meadows Parkway

Germantown, MD 20876

Attention: Donald Lehr, CLO

Facsimile: 301-556-9901

Email: DLehr@intrexon.com

8.12 Amendments and Waivers . Except as otherwise expressly set forth in this Agreement, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each party hereto (with respect to an amendment) and the written consent of each party from whom a waiver is sought (with respect to a waiver). No waiver of any provision or consent to any action shall constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver in the future except to the extent specifically set forth in writing.

8.13 Expenses . Except with respect to the registration of Shares pursuant to Section 6.2 , each party hereto will pay its own expenses in connection with the transactions contemplated hereby.

8.14 Further Assurances . The Company and Subscribers shall use their commercially reasonable efforts, in the most expeditious manner practicable, to satisfy or cause to be satisfied (a) all the conditions precedent set forth in Section 4 or Section 5 , respectively, and to cause the transactions contemplated hereby to be consummated and (b) the provisions of Section 6 .

[ signature pages follow ]

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IN WITNESS WHEREOF, the undersigned parties have duly executed this Common Stock Purchase Agreement effective as of the Effective Date.


COMPANY: INTREXON CORPORATION

By:	/s/ Donald P. Lehr
	Name:	Donald P. Lehr
	Title:	Chief Legal Officer
	Date:	March 26, 2014

SUBSCRIBER:



Name:		NRM VII Holdings I, LLC
		Please print full name of Subscriber (individual or entity) * Please indicate if Subscriber is a trust or if the Shares will be held jointly



Signature:		/s/ Randal J. Kirk
		Authorized signature(s) of Subscriber



Name & Title:		Randal J. Kirk, Manager, Third Security, LLC, which is the Manager of Third Security Capital Partners VII, LLC, which is the Manager of NRM VII Holdings I, LLC
		Please print name & title of authorized signatory if Subscriber is an entity



Address:	The Governor Tyler

	1881 Grove Ave.

	Radford, VA 24141
	Attn:	Legal Department
	Fax:	540.633.7939
	Tel:	540.633.7900
	Email:	tad.fisher@thirdsecurity.com and milan.tolley@thirdsecurity.com

Aggregate Purchase Price: $ 6,250,000.00

[Signature Page to Common Stock Purchase Agreement]

Schedule 2.4


Intrexon Subsidiary		Intrexon Percentage Ownership
AquaBounty Technologies, Inc.		60%

Biological & Popular Culture, Inc.		51%

Intrexon AB, Co.		100%

Intrexon ABT, Inc.		100%

Intrexon CEU, Inc.		100%

Intrexon Energy Partners, LLC		100% (before sale of membership interests)

Intrexon Holdings, Inc.		100%

Intrexon Laboratories Hungary Kft		100% (through Intrexon Holdings, Inc.)

Intrexon Technologies Ireland Limited		100%

OvaXon, LLC		50% (remaining 50% membership interest held by OvaScience, Inc.)

S & I Ophthalmic, LLC		50% (remaining 50% membership interest held by Caraco Pharmaceutical Laboratories Ltd.)

XON Cells, Inc.		100%


Issuer	Number of Shares held by Intrexon Corporation
Ziopharm Oncology, Inc.		16,390,305
Synthetic Biologics, Inc.		8,675,768
Oragenics, Inc.		8,838,666
Fibrocell Science, Inc.		6,024,915
AmpliPhi Biosciences Corporation		24,000,000
Soligenix, Inc.		1,034,483
OvaScience, Inc.		273,224
AquaBounty Technologies, Inc.		86,386,624
Biological & Popular Culture, Inc.		4,163,265