SecProbe.io

Mail Stop 3561
April  13, 2017

Via E -mail
Randal J. Kirk
Chief Executive Officer
Intrexon Corporation
20374 Seneca Meadows Parkway
Germantown, Maryland 20876

Re: Intrexon Corporation
  Registration Statement on Form S-4
Filed  March 17, 2017
  File No.  333-216808

Dear Mr. Kirk :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. We note you incorporate by reference your Annual Report on Form 10 -K for fiscal year
ended December 31, 2016, which incorporates by reference your Definitive Proxy
Statement relating your 2017 Annua l Meeting of Shareholders.  Prior to requesting
acceleration of the effective date of this registration statement, please file your definitive
proxy statement, or alternatively, amend your Form 10 -K to provide the information
required  by Part III to Form 1 0-K.  See Item 18(a)(7) of Form S -4.

Randal Kirk
Intrexon Corporation
April 13, 2017
Page 2

 Background of the Merger, page 45

Detailed Timeline of Events, page 46

2. We note the disclosure of the morning meeting held on January  21, 2017 of the GenVec
board of directors.  Please disclose the “trade -offs” discussed regarding the strategic
transaction and the financing transaction .

3. We note that a special committee was formed by the GenVec board to consider the terms
of and negotiate the Intrexon transaction.  Pl ease identify the members of the  special
committee .

Opinion of Roth Capital Partner’s as GenVec’s Financial Advisor, page 54

4. We note the limitation on reliance by shareholders in the fairnes s opinion provided by
Roth Capital Partners.  Because it is inconsistent with the disclosures relating to the
opinion, the limitation should be deleted.  Alternatively, disclose the basis for Roth
Capital Markets belief that shareholders cannot rely upon t he opinion to support any
claims against Roth Capital Markets arising under applicable state law (e.g., the inclusion
of an express disclaimer in Financial Advisors engagement letter with GenVec).
Describe any applicable state -law authority regarding the availability of such potential
defenses.  In the absence of applicable state -law authority, disclose that the availability of
such a defense will be resolved by a court of competent jurisdiction.  Also disclose that
resolution of the question of the availa bility of such a defense will have no effect on the
rights and responsibilities of the board of directors under applicable state law.  Further
disclose that the availability of such a state -law defense to Roth Capital Markets would
have no effect on the ri ghts and responsibilities of Roth Capital Markets or the board of
directors under the federal securities laws.

The Merger Agreement, page 72

5. We note your statement s that representations and warranties “were made solely for
purposes of the merger agreement ” and “were made solely for the benefit of the part ies to
the merger agreement.”  Please revise to remove any potential implication that the
referenced merger agreement does not constitute public disclosure under the federal
securities laws.

6. We note your statements that the representations and wa rranties were negotiated for the
purpose of allocating risk “rather than to establish matters as facts” and that the
“provisions should not be read or relied upon as characterizations of the actual state of
facts or condition of…” the parties.   Please rev ise to remove any potential implication
that the referenced merger agreement does not constitute public disclosure under the
federal securities laws.

Randal Kirk
Intrexon Corporation
April 13, 2017
Page 3

Material U.S. federal income tax consequences of the merger, page 87

7. Please advise us why you believe that a tax opinion is not required.   See I tem 601(b)(8)
of Regulation S -K.  Please also see  Staff Legal Bulletin No. 19  for guidance.

Exhibits

8. Please file the Research Collaboration and License Agreement between GenVec and
Novartis, dated January 13, 2010 (the NVS License Agreement).   See Item 21(a) of Form
S-4 and Item 601(b)(10) of Regulation S -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to  Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact  Michael Killoy  at (202) 551 -7576  or David Link at (202) 551 -3356  with
any questions.

Sincerely,

 /s/ David Link for

 John Reynolds
Assistant Director
Office of Beverages, Apparel,
and Mining
cc: Corby J. Baumann, Esq.
 Thompson Hine LLP