SecProbe.io

CORRESP
 1
 filename1.htm

 September 17, 2025

 VIA EDGAR TRANSMISSION

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549

Attention: Alan Campbell

 Re:
 Precigen, Inc.
Registration Statement on Form S-3
Registration No. 333-289719

 Dear Mr. Campbell:

 In accordance with Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-289719) (the " Registration
Statement ") of Precigen, Inc. We respectfully request that the Registration Statement be declared effective as of 4:00 P.M.
Eastern Time on September 19, 2025, or as soon as practicable thereafter, or at such other time as our legal counsel, Davis Polk &
Wardwell LLP, may request by a telephone call to the staff of the U.S. Securities and Exchange Commission.

 Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Deanna Kirkpatrick at (212) 450-4135, Yasin Keshvargar
at (212) 450-4839, or Arisa A. Sin at (212) 450-3198.

 Very truly yours,

 Precigen, Inc.

 By:
 /s/ Donald P. Lehr

 Name: Donald P. Lehr

 Title: Chief Legal Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 26, 2025

Helen Sabzevari
President and Chief Executive Officer
Precigen, Inc.
20374 Seneca Meadows Parkway
Germantown, MD 20876

 Re: Precigen, Inc.
 Registration Statement on Form S-3
 Filed August 19, 2025
 File No. 333-289719
Dear Helen Sabzevari:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Arisa A. Sin
</TEXT>
</DOCUMENT>

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January 12, 2024

    VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cindy Polynice

    Re:
    Precigen, Inc.

Registration Statement on Form S-3

Registration No. 333-276337

Dear Ms. Polynice:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-276337) (the “Registration
Statement”) of Precigen, Inc. We respectfully request that the Registration Statement be declared effective as of 4:00 P.M.
Eastern Time on January 17, 2024, or as soon as practicable thereafter, or at such other time as our legal counsel, Davis Polk & Wardwell
LLP, may request by a telephone call to the staff of the U.S. Securities and Exchange Commission.

Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Deanna Kirkpatrick at (212) 450-4135 or Yasin Keshvargar
at (212) 450-4839.

Very truly yours,

    Precigen, Inc.

    By:
    /s/ Helen Sabzevari

    Name:	Helen Sabzevari

    Title:	Chief Executive Officer

United States securities and exchange commission logo
January 4, 2024
Helen Sabzevari
President and Chief Executive Officer
Precigen, Inc.
20374 Seneca Meadows Parkway
Germantown, Maryland 20876
Re:Precigen, Inc.
Registration Statement on Form S-3
Filed December 29, 2023
File No. 333-276337
Dear Helen Sabzevari:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yasin Keshvargar, Esq.

CORRESP
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 Precigen, Inc.

20374 Seneca Meadows Parkway

Germantown, Maryland 20876

October 7, 2020

 VIA EDGAR

U.S. Securities and Exchange Commission

 Office of Trade and
Services

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Precigen, Inc.

 Registration Statement on Form S-3

 File No. 333-249172

 Request for Acceleration

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Precigen, Inc. hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) to become effective on October 9, 2020, at 5:30 p.m. Eastern Time, or as soon thereafter as is practicable.

Please direct any questions or comments concerning this request to William Intner of Hogan Lovells US LLP at (410) 659-2778, and once the Registration Statement has been declared effective, please notify Mr. Intner by calling him at the same phone number.

Very truly yours,

Precigen, Inc.

 /s/ Rick L. Sterling

By:

Rick L. Sterling

Title:

Chief Financial Officer

United States securities and exchange commission logo
October 2, 2020
Helen Sabzevari
Chief Executive Officer
Precigen, Inc.
20374 Seneca Meadows Parkway
Germantown, MD 20876
Re:Precigen, Inc.
Registration Statement on Form S-3
Filed September 30, 2020
File No. 333-249172
Dear Ms. Sabzevari:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Nicholas Lamparski at (202) 551-4695 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William Intner

CORRESP
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CORRESP

 Precigen, Inc.

20374 Seneca Meadows Parkway

Germantown, Maryland 20876

June 30, 2020

 VIA EDGAR

U.S. Securities and Exchange Commission

 Office of Trade
and Services

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Precigen, Inc.

 Registration Statement on Form S-3

 File No. 333-239366

 Request for Acceleration

Ladies and Gentlemen:

 Pursuant to
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Precigen, Inc. hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration
Statement on Form S-3 (the “Registration Statement”) to become effective on July 2, 2020, at 4:05 p.m. Eastern Time, or as soon thereafter as is practicable.

Please direct any questions or comments concerning this request to William Intner of Hogan Lovells US LLP at (410) 659-2778, and once the Registration Statement has been declared effective, please notify Mr. Intner by calling him at the same phone number.

Very truly yours,

Precigen, Inc.

 /s/  Rick L.
Sterling

By:

Rick L. Sterling

Title:

Chief Financial Officer

United States securities and exchange commission logo
June 30, 2020
Helen Sabzevari
President and Chief Executive Officer
Precigen, Inc.
20374 Seneca Meadows Parkway
Germantown, Maryland 20876
Re:Precigen, Inc.
Registration Statement on Form S-3
Filed June 22, 2020
File No. 333-239366
Dear Ms. Sabzevari:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Scott Anderegg, Staff Attorney at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

September 5, 2019
Rick Sterling
Chief Financial Officer
Intrexon Corporation
20374 Seneca Meadows Parkway
Germantown, MD 20876
Re:Intrexon Corporation
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 1, 2019
File No. 001-36042
Dear Mr. Sterling:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

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CORRESP

 INTREXON CORPORATION

20374 Seneca Meadows Parkway

Germantown, Maryland 20876

Telephone: (301) 556-9900

August 23, 2019

 VIA EDGAR

Office of Beverages, Apparel and Mining

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:                Intrexon Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2018

 Filed March 1, 2019

 Form 10-Q for the Quarter Ended June 30, 2019

 Filed August 9, 2019

 File No. 001-36042

Ladies and Gentlemen:

 On behalf of Intrexon
Corporation (the “Company”), this letter is in response to your letter to the Company dated August 15, 2019 (the “Comment Letter”) relating to the Company’s Quarterly Report on Form
10-Q (the “Form 10-Q”) filed with the Securities and Exchange Commission on August 9, 2019.

For ease of reference, the Staff’s comment is set forth in italic type immediately before the corresponding response and the numbering
below corresponds to the numbering in the Comment Letter.

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 39

1.
 We note that as a result of the re-alignment of your business in
April 2019, you now report multiple segments and include a discussion of your segment results that is limited to changes in your Segment Adjusted EBITDA. Please expand your disclosure to include a comparative discussion of the revenues generated by
each of your reportable segments, the results of the operations that have been aggregated in the All Other segment and the unallocated corporate costs that are excluded from your segment results or tell us why you believe these disclosures are not
required to provide a comprehensive analysis of your results of operations. Refer to Item 303(b) of Regulation S-K and SEC Release No. 33-6835.

 In preparing our Form 10-Q for the period ended June 30, 2019,
management discussed Segment Adjusted EBITDA, which is our segment measure for our reportable segments because we believe that to be most meaningful to investors and necessary to an understanding of the business. Further, management believes that
our discussion of the consolidated revenue discussed those changes most important to understand the changes in revenue period over period.

However, after consideration of the Staff’s comment, we confirm that we will expand our disclosure in future filings, beginning with our
quarterly report for the period ended September 30, 2019, to also include a comparative discussion of the revenues generated by each of our reportable segments, the results of the operations that have been aggregated in the All Other

Securities and Exchange Commission

- 2 -

August 23, 2019

segment, and the unallocated corporate costs that are excluded from our segment results. An example of such disclosure for illustrative purposes using a
mark-up of our Form 10-Q for the period ended June 30, 2019 is attached as Exhibit A.

*    *     *

If the Staff should have any questions, or would like further information concerning the response above, please do not hesitate to call me at
(301) 556-9900.

Sincerely,

/s/ Rick L. Sterling

Rick L. Sterling

Chief Financial Officer

 cc:                  Donald P.
Lehr, Intrexon Corporation

 William I. Intner, Hogan Lovells US LLP

 Exhibit A

Illustrative Disclosure

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

. . .

 Segments

In April 2019, the Company initiated efforts to better deploy resources, realize inherent synergies, and position us for growth with a core focus on healthcare
and initiated plans to achieve this through various corporate activities, including partnering, potential asset sales, and operating cost reductions. Our chief operating decision maker now regularly reviews disaggregated financial information
for various operating segments. Our reportable segments now include (i) Precigen, (ii) our Methane Bioconversion Platform division, (iii) our Fine Chemicals division, (iv) Okanagan, and (v) Trans Ova. All of our consolidated
subsidiaries and operating divisions that did not meet the quantitative thresholds to report separately are combined and reported in single category, All Other. Corporate expenses, which are not allocated to the segments and are managed at a
consolidated level, include costs associated with general and administrative functions, including our finance, accounting, legal, human resources, information technology, corporate communication, and investor relations functions. Corporate
expenses exclude interest expense, depreciation and amortization, stock-based compensation expense, and equity in net loss of affiliates and include unrealized gains and losses on our securities portfolio as well as dividend income. Our
segment presentation has been recast to retrospectively reflect the change from one reportable segment to multiple reportable segments. For a description of Precigen, Okanagan, and Trans Ova, see above under the caption “Our operating
subsidiaries.” Our Methane Bioconversion Platform division is an operating division within Intrexon which is focused primarily on the development of microbial cell lines for the bioconversion of methane into liquid fuels and chemicals. Our
Fine Chemicals division is an operating division within Intrexon which is focused primarily on microbial production of therapeutic compounds.

 . . .

 Results of operations

 Comparison of
the three months ended June 30, 2019 and the three months ended June 30, 2018

 . . .

 Segment performance

The following table summarizes Segment Adjusted EBITDA, orwhich is our primary measure of segment performance, for the three
months ended June 30, 2019 and 2018, for each of our reportable segments and for All Other segments combined, as well as unallocated corporate costs.

Three Months Ended
June 30,

Dollar
Change

Percent
Change

2019

2018

(In thousands)

 Segment Adjusted EBITDA:

 Precigen

$
(7,467
)

$
(7,858
)

$
391

(5.0
)%

 Methane Bioconversion Platform

(9,188
)

(7,629
)

(1,559
)

(20.4
)%

 Fine Chemicals

855

901

(46
)

(5.1
)%

 Okanagan

(12,012
)

(6,280
)

(5,732
)

(91.3
)%

 Trans Ova

4,932

2,096

2,836

135.3
%

 All Other

(10,060
)

(10,178
)

118

1.2
%

 Unallocated corporate costs

13,032

33,122

(20,090
)

(60.7
)%

 For a reconciliation of Segment Adjusted EBITDA, which is a non-GAAP financial
measure, to net loss before income taxes, see “Notes to the Consolidated Financial Statements (Unaudited) - Note 19” appearing elsewhere in this Quarterly Report.

The following table summarizes revenues from external customers for the three months ended June 30, 2019 and 2018, for each of our reportable
segments and for All Other segments combined.

Three Months Ended
June 30,

Dollar
Change

Percent
Change

2019

2018

(In thousands)

 Precigen

$
549

$
7,332

$
(6,783
)

(92.5
)%

 Methane Bioconversion Platform

1,215

1,371

(156
)

(11.4
)%

 Fine Chemicals

1,180

1,426

(246
)

(17.3
)%

 Okanagan

19

20

(1
)

(5.0
)%

 Trans Ova

24,392

25,780

(1,388
)

(5.4
)%

 All Other

8,592

9,356

(764
)

(8.2
)%

 Precigen

 While
Precigen’s Segment performanceAdjusted EBITDA is comparable period over period, the 2019 amounts are primarily attributable to utilizing its resources on its proprietary cell and gene therapy programs, including
initiating clinical trial programs. The 2018 amounts include the effects of Precigen’s prior collaboration with ZIOPHARM.

 The decline in
Precigen’s revenues reflects the effects of the termination in the fourth quarter of 2018 of our collaboration with ZIOPHARM.

Methane Bioconversion Platform

 In 2019, we have
continued to deploy increased resources on not only our platform, but also applications thereof, with our most significant efforts directed towards unpartnered programs where we do not receive reimbursement for work performed. We continued to
execute on our partnered programs at the same level as the previous year and accordingly, revenues for this segment are comparable period over period as expected.

 Fine Chemicals

Fine Chemicals’ Segment performance isAdjusted EBITDA and revenues are comparable period over period as expected as there
were no substantive changes in its business operations year over year.

 Okanagan

In 2019, we invested significantly in the expansion of Okanagan’s orchards in an effort to scale the operation for increased production in future
years. Okanagan also, causing a decrease in Segment Adjusted EBITDA as compared to the prior year period. Segment Adjusted EBITDA was also impacted as Okanagan scaled up its sales and marketing efforts in anticipation of
future growth. Revenues for the 2019 period remained relatively unchanged.

 Trans Ova

The increase in Trans Ova incurredOva’s Segment Adjusted EBITDA was primarily attributable to lower
SG&A expenses in the current period due to reduced legal fees. associated with our litigation with XY and decreased capital expenditures also decreased due to the completion of a facility expansion
in 2018. These reductions were partially offset by a decrease in product salesrevenues, which was attributable to lower customer demand.

All Other

 The Segment Adjusted EBITDA and
revenues of All Other were comparable period over period as there were no substantive changes in the businesses included year over year.

Unallocated Corporate Costs

 Unallocated
corporate costs decreased primarily due to an improvement in the unrealized gains and losses in our securities portfolio of $24.8 million, partially offset by a reduction in dividend income of $5.0 million, which
was primarily the result of the return of our investment in ZIOPHARM preferred stock in the fourth quarter of 2018.

 . . .

Comparison of the six months ended June 30, 2019 and the six months ended June 30, 2018

. . .

 Segment performance

The following table summarizes Segment Adjusted EBITDA, orwhich is our primary measure of segment performance, for the six
months ended June 30, 2019 and 2018, for each of our reportable segments and for All Other segments combined, as well as unallocated corporate costs.

Six Months Ended
June 30,

Dollar
Change

Percent
Change

2019

2018

(In thousands)

 Segment Adjusted EBITDA:

 Precigen

$
(14,836
)

$
(12,832
)

$
(2,004
)

(15.6)
%

 Methane Bioconversion Platform

(17,214
)

(13,867
)

(3,347
)

(24.1)
%

 Fine Chemicals

1,742

1,893

(151
)

(8.0)
%

 Okanagan

(21,123
)

(11,451
)

(9,672
)

(84.5)
%

 Trans Ova

2,706

(57
)

2,763

<(>200)
%

 All Other

(17,494
)

(22,034
)

4,540

20.6
%

 Unallocated corporate costs

32,978

52,673

(19,695
)

(37.4)
%

 For a reconciliation of Segment Adjusted EBITDA, which is a
non-GAAP financial measure, to net loss before income taxes, see “Notes to the Consolidated Financial Statements (Unaudited) - Note 19” appearing elsewhere in this Quarterly Report.

The following table summarizes revenues from external customers for the six months ended June 30, 2019 and 2018, for each of our reportable
segments and for All Other segments combined.

Six Months Ended
June 30,

Dollar
Change

Percent
Change

2019

2018

(In thousands)

 Precigen

$
1,730

$
15,463

$
(13,733
)

(88.8
)%

 Methane Bioconversion Platform

2,696

2,947

(251
)

(8.5
)%

 Fine Chemicals

1,990

3,108

(1,118
)

(36.0
)%

 Okanagan

39

27

12

44.4
%

 Trans Ova

39,326

43,987

(4,661
)

(10.6
)%

 All Other

13,393

19,464

(6,071
)

(31.2
)%

 Precigen

 Precigen’s
2019 amounts areSegment Adjusted EBITDA is primarily attributable to utilizing its resources on its proprietary cell and gene therapy programs, including initial clinical trial programs. In 2018 amounts
include, Segment Adjusted EBITDA includes the effects of Precigen’s prior collaboration with ZIOPHARM. Additionally, capital expenditures increased in the current period as Precigen expanded its lab facilities in the first
quarter of 2019.

 The decline in Precigen’s revenue reflects the effects of the termination in the fourth quarter of 2018 of our
collaboration with ZIOPHARM.

 Methane Bioconversion Platform

In 2019, we have continued to deploy increased resources on not only our platform, but also applications thereof, with our most significant efforts directed
towards unpartnered programs where we do not receive reimbursement for work performed. We continued to execute on our partnered programs at the same level as the previous year and accordingly, revenues for this segment are comparable period over
period as expected.

 Fine Chemicals

 Fine
Chemicals’ Segment performanceAdjusted EBITDA is comparable period over period as expected as there were no substantive changes in its business operations year over year.

Fine Chemicals’ revenues decreased due to fewer research and development services provided to collaborators as a result of program progression.

 Okanagan

 In 2019, we invested significantly in the
expansion of Okanagan’s orchards in an effort to scale the operation for increased production in future years. Okanagan also, causing a decrease in Segment Adjusted EBITDA as compared to the prior year period. Segment
Adjusted EBITDA was also impacted as Okanagan scaled up its sales and marketing efforts in anticipation of future growth.

 Trans Ova

The increase in Trans Ova incurredOva’s Segment Adjusted EBITDA was primarily attributable to lower
SG&A expenses in the current period due to reduced legal fees. associated with our litigation with XY and decreased capital expenditures also decreased due to the completion of a facility expansion
in 2018. These reductions were partially offset by a decrease in product sales andrevenues, which was attributable to lower customer demand, and a decrease in product gross margin.

All Other

 The Segment Adjusted EBITDA of All
Other improved as a result of the loss on disposal of leasehold improvements and equipment in the second quarter of 2018. These improvements were partially offset by increased costs associated with our internal development of programs for which our
expenses were previously reimbursed by collaborators. Revenues for the All Other segment also declined for this same reason.

 Unallocated
Corporate Costs

 Unallocated corporate costs decreased primarily due to an improvement in the unrealized gains and losses in our
securities portfolio of $26.0 million, partially offset by a reduction in dividend income of $9.9 million, which was primarily the result of the return of our investment in ZIOPHARM preferred stock in the fourth quarter of
2018.

August 15, 2019
Rick Sterling
Chief Financial Officer
Intrexon Corporation
20374 Seneca Meadows Parkway
Germantown, MD 20876
Re:Intrexon Corporation
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 1, 2019
Form 10-Q for the Quarter Ended June 30, 2019
Filed August 9, 2019
File No. 001-36042
Dear Mr. Sterling:
            We have reviewed your filings and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-Q for the Quarter Ended June 30, 2019
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
39
1.We note that as a result of the re-alignment of your business in April 2019, you now
report multiple segments and include a discussion of your segment results that is limited
to changes in your Segment Adjusted EBITDA.  Please expand your disclosure to include
a comparative discussion of the revenues generated by each of your reportable segments,
the results of the operations that have been aggregated in the All Other segment and the
unallocated corporate costs that are excluded from your segment results or tell us why you
believe these disclosures are not required to provide a comprehensive analysis of your
results of operations.  Refer to Item 303(b) of Regulation S-K and SEC Release No. 33-
6835.

 FirstName LastNameRick Sterling
 Comapany NameIntrexon Corporation
 August 15, 2019 Page 2
 FirstName LastName
Rick Sterling
Intrexon Corporation
August 15, 2019
Page 2
            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.
            You may contact Steve Lo at 202-551-3394 or Craig Arakawa at 202-551-3650 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

Mail Stop 3561
 April 23 , 2018

Via E -mail
Mr. Rick L. Sterling
Chief Financial  Officer
Intrexon Corporation
20374 Seneca Meadows Parkway
Germantown, MD 20876

Re: Intrexon Corporation
 Form 10-K for the Year Ended  December 31 , 2017
Filed March 1, 2018
File No. 001 -36042

Dear Mr. Sterling :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

 Sincerely,

 /s/ Joel Parker

Joel Parker
Senior Assistant Chief Accountant
Office of Beverages, Apparel and
Mining

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CORRESP

 INTREXON CORPORATION

20374 Seneca Meadows Parkway

Germantown, Maryland 20876

Telephone: (301) 556-9900

April 19, 2018

 VIA EDGAR

Mr. Joel Parker

 Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Re:
Intrexon Corporation

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed March 1, 2018

File Number 001-36042

 Dear Mr. Parker:

We have reviewed the comments of the staff (the “Staff”) of the Securities and Exchange Commission, as set forth in its letter dated April 9,
2018, with respect to the above-referenced filing. Enclosed herewith are the Staff’s comments followed by responses on behalf of Intrexon Corporation (the “Company”).

Form 10-K for the Fiscal Year Ended December 31, 2017

Financial Statements

 Consolidated Balance Sheets, page
F-5

 Comment:

1.
Please disclose your deferred revenue from related parties on the face of the balance sheet. Refer to Rule 4-08(k) of Regulation S-X.

 Response:

 The Company confirms that in
future quarterly and annual filings, starting with the Company’s Form 10-Q for the period ended March 31, 2018 (the “March 31, 2018 10-Q”), it will
disclose deferred revenue from related parties on the face of the balance sheet,

 Mr. Joel Parker

April 19, 2018

  Page
 2
 of 4

consistent with the Staff’s comment. Below, using the balance sheet at December 31, 2017 and 2016 disclosed in the Company’s Form 10-K
for the fiscal year ended December 31, 2017 (the “2017 10-K”), is an illustrative example of the disclosure the Company will include in future filings (new language is underlined):

Intrexon Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2017 and 2016

(Amounts in thousands, except share data)

2017

2016

 Liabilities and Total Equity

 Current liabilities

 Accounts payable

$
8,701

$
8,478

 Accrued compensation and benefits

6,474

6,540

 Other accrued liabilities

21,080

15,776

 Deferred revenue, including $29,155 and $33,802 from related parties as of December 31,
2017 and 2016, respectively

42,870

53,364

 Lines of credit

233

820

 Current portion of long term debt

502

386

 Deferred consideration

—

8,801

 Related party payables

313

440

 Total current liabilities

80,173

94,605

 Long term debt, net of current portion

7,535

7,562

 Deferred revenue, net of current portion, including $157,628 and $214,301 from related parties
as of December 31, 2017 and 2016, respectively

193,527

256,778

 Deferred tax liabilities, net

15,620

17,007

 Other long term liabilities

3,451

3,868

 Total liabilities

300,306

379,820

 Commitments and contingencies (Note 17)

 Total equity

 Common stock, no par value, 200,000,000 shares authorized as of December 31, 2017 and 2016;
and 122,087,040 shares and 118,688,770 shares issued and outstanding as of December 31, 2017 and 2016, respectively

—

—

 Additional paid-in capital

1,397,005

1,325,780

 Accumulated deficit

(847,820
)

(729,341
)

 Accumulated other comprehensive loss

(15,554
)

(36,202
)

 Total Intrexon shareholders’ equity

533,631

560,237

 Noncontrolling interests

12,914

9,011

 Total equity

546,545

569,248

 Total liabilities and total equity

$
846,851

$
949,068

 Mr. Joel Parker

April 19, 2018

  Page
 3
 of 4

 Notes to Consolidated Financial Statements

5. Collaboration and Licensing Revenue, page F-32

Comment:

2.
Please disclose the estimated remaining performance period for your significant collaboration agreements.

Response:

 The Company confirms that in future quarterly and
annual filings, starting with the March 31, 2018 Form 10-Q, it will disclose the estimated remaining performance period for its significant collaboration agreements, consistent with the Staff’s
comment. Below, using disclosure from the 2017 10-K, is an illustrative example of the disclosure the Company will include in future filings (new language is underlined):

The following table summarizes the remaining balance of deferred revenue associated with upfront and milestone payments for each significant collaboration and
licensing agreement as of December 31, 2017 and 2016, including the estimated, average remaining performance period as of December 31, 2017.

Average Remaining
Performance Period (Years)

December 31,

2017

2016

 ZIOPHARM Oncology, Inc.

6.0

$
90,496

$
138,809

 Oragenics, Inc.

6.4

6,719

7,766

 Fibrocell Science, Inc.

6.9

16,607

19,026

 Genopaver, LLC

6.3

1,704

1,977

 Intrexon Energy Partners, LLC

6.3

15,625

18,125

 Persea Bio, LLC

7.0

3,500

4,000

 Ares Trading S.A.

6.4

40,789

47,178

 Intrexon Energy Partners II, LLC

6.9

13,833

15,833

 Intrexon T1D Partners, LLC

7.2

8,435

8,653

 Harvest start-up entities (1)

7.4

18,400

20,208

 Other

4.3

14,423

16,292

 Total

$
230,531

$
297,867

(1)
As of December 31, 2017 and December 31, 2016, the balance of deferred revenue for collaborations with Harvest start-up entities includes Thrive Agrobiotics, Inc.;
Exotech Bio, Inc.; Relieve Genetics, Inc.; AD Skincare, Inc.; Genten Therapeutics, Inc.; and CRS Bio, Inc.

*    *    *    *    *

 Mr. Joel Parker

April 19, 2018

  Page
 4
 of 4

 If you have any questions concerning this letter or if you would like any additional information, please do
not hesitate to call me at (301) 556-9900.

 Very truly yours,

/s/ Rick L. Sterling

 Rick L. Sterling

Chief Financial Officer

cc:
Donald P. Lehr, Intrexon Corporation

 Matthew Keffer, PricewaterhouseCoopers LLP

William I. Intner, Hogan Lovells US LLP

Mail Stop 3561
 April 9 , 2018

Via E -mail
Mr. Rick L. Sterling
Chief Financial  Officer
Intrexon Corporation
20374 Seneca Meadows Parkway
Germantown, MD 20876

Re: Intrexon Corporation
 Form 10-K for the Year Ended  December 31 , 2017
Filed March 1, 2018
File No. 001 -36042

Dear Mr. Sterling :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment s.  In some of our comment s, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to the se comment s within ten busines s days by provi ding the requested
information or advise  us as soon as possible  when you wil l respond .  If you do not believe our
comment s apply to your facts a nd circumstances, please tell us why in your response.

After reviewing you r response to these comment s, we may have  additional comments.

Form 10 -K for the  Year Ended December 31, 201 7

Financial Statements
Consolidated Balance Sheet s, page F -5

1. Please disclose your deferred revenue from related parties on the face of the balance
sheet.   Refer to Rule 4 -08(k) of Regulation S -X.

Notes to Consolidated Financial Statements
5. Collaboration and Licensing Revenue, page F -32

2. Please disclose the estimated remaining performance period for your significant
collaboration agreements.

Mr. Rick L. sterling
 Intrexon Corporation
 April 9 , 2018
 Page 2

            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.

You may contact Raj Rajan  at 202-551-3388 or  me at 202 -551-3651  with any questions.

 Sincerely,

 /s/ Joel Parker

Joel Parker
Senior Assistant Chief Accountant
Office of Beverages, Apparel and
Mining

CORRESP
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CORRESP

 May 11, 2017

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporate Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: John Reynolds, Assistant
Director, Office of Beverages, Apparel, and Mining

RE:
Intrexon Corporation

Amendment No. 2 to Registration Statement on Form S-4

Filed May 11, 2017

File No. 333-216808

Acceleration Request

 Ladies and Gentleman:

Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Intrexon Corporation (the “Registrant”)
hereby respectfully requests acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-216808) (the “Registration Statement”), so that it may become effective at 4:00 p.m. (Eastern Time) on
Friday, May 12, 2017, or as soon thereafter as practicable.

 The Registrant hereby acknowledges that:

(i)
should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

(iii)
the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact Corby J. Baumann of Thompson Hine LLP at (212) 908-3933 with any comments or questions regarding the Registration
Statement, this letter or related matters.

Very truly yours,

INTREXON CORPORATION

By:

/s/ Donald P. Lehr

Name:

Donald P. Lehr

Title:

Chief Legal Officer

 Signature Page to Acceleration Request

Mail Stop 3561
May 5, 2017

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

Re: Intrexon Corporation
  Supplemental Response to the Registration Statement on Form S-4
Submitted May 4, 2017
  File No.  333-216808

Dear Mr. Lehr:

We have reviewed your supplemental response to the amended registration statement  and
have the following 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 comments apply to your facts and
circumstances or do not bel ieve 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, we may have  additional comments.   Unless we note
otherwise , our references to prior comments are to comments in our April 13, 2017 letter .

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

1. We note your proposed  disclosure on page 12 and 87 stating  that “Intrexon and GenVec
anticip ate that sufficient qualifying  merger consideration will ultimately be issued such
that the control test will be satis fied and that the merger will qualify as a reorganization. ”
We also  note your propo sed disclosure  that “Intrexon and GenVec anticipate that the
merger should satisfy the other technical requirements to qualify as a ‘reorganization ’
within the  meaning of Section 368(a)(2)(E ) of the Code ….”  Your proposed  disclosure
appears to continue to include representations as to the tax consequences of the merger .
Please file a tax opinion  as an exhibit to your registration statement .

Randal Kirk
Intrexon Corporation
May 5, 2017
Page 2

 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
 Thompson Hine LLP

CORRESP
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CORRESP

 May 4, 2017

VIA EDGAR

 John Reynolds

Assistant Director

 Office of Beverages, Apparel, and Mining

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-3628

Re:
Intrexon Corporation

 Amendment No. 1 to Registration Statement on Form S-4

 Filed April 21, 2017

File No. 333-216808

Dear Mr. Reynolds:

 On behalf of Intrexon Corporation, a
Virginia corporation (the “Company”), this letter sets forth the Company’s response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
set forth in your letter, dated May 3, 2017 (the “Staff Letter”), regarding the Registration Statement on Form S-4 (the “Registration Statement”), initially filed by
the Company with the Commission on March 17, 2017, as amended by Amendment No. 1 to the Registration Statement (“Amendment No. 1”), filed by the Company with the Commission on April 21, 2017. For
the convenience of the Staff, the comment from the Staff Letter is restated in italics prior to the response to such comment.

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

1.
We note your disclosure on page 12 and 87 stating that “it is intended, and each of Intrexon and GenVec expect, the merger will qualify as a ‘reorganization ....” and on page 88 that
“Intrexon and GenVec believe that the merger should satisfy the other technical requirements to qualify as a ‘reorganization ....” (emphasis added). We also note your statement that “it will not be possible to make this
determination with certainty until after the closing of the merger and the expiration of the 36-month CPR payment period.” Additionally, we note your response to comment 7 and disclosure in the filing
that the tax treatment of the merger, including treatment of the CPR’s, is unclear and uncertain. Please reconcile these statements.

Response: The Company respectfully acknowledges the Staff’s comment. In response to the Staff’s comment, the Company proposes
to revise the disclosures on pages 12, 23 and 87 of Amendment No. 1 as indicated on Exhibit A. For the convenience of the Staff, we have provided a marked version of the disclosures that reflect the revisions that would be made as
compared to the disclosures that are currently in Amendment No. 1.

 John Reynolds, May 4, 2017

 Page
 2

 We appreciate the Staff’s comments and request that the Staff contact the undersigned at (212) 908-3933 or Corby.Baumann@ThompsonHine.com with any questions or comments regarding this letter.

Sincerely,

/s/ CORBY J. BAUMANN

 Corby J. Baumann

 of Thompson Hine
LLP

cc:
Michael Killoy, United States Securities and Exchange Commission

 David Link, United
States Securities and Exchange Commission

 Randal J. Kirk, Chief Executive Officer of Intrexon Corporation

Donald P. Lehr, Chief Legal Officer of Intrexon Corporation

Asher Rubin, Hogan Lovells US LLP

William I. Intner, Hogan Lovells US LLP

 John Reynolds, May 4, 2017

 Page
 3

 EXHIBIT A

Page 12

 Material U.S. federal income tax
consequences of the merger (see page 87)

 It is intended, and each ofPursuant to the terms of the merger agreement, Intrexon and GenVec expect,agreed not to take any action that would reasonably
be expected to prevent or impede the merger will qualifyfrom qualifying as a “reorganization” within the meaning of
Section 368(a) of the Code. Moreover,
assumingHowever, the qualification as a reorganization under the Code is dependent on various requirements, includingnot all of which can be finally determined at this time, most
specifically the requirement that the value of Intrexon common stock received by holders of GenVec common stock constitute a
certain percentage of the total consideration, including the fair market value of the CPRs received and any cash received.  by such holders. The final measurement of this test depends on facts and circumstances that cannot yet be determined; however, Intrexon
and GenVec anticipate that sufficient qualifying merger consideration will ultimately be issued such that the control test will be satisfied and that the merger
will
qualify as a reorganization.

Assuming that the merger is treated as a reorganization and a “closed” transaction, (i) a United States holder will recognize gain, but not loss, with respect to the receipt of merger consideration other than
Intrexon voting common stock (e.g., CPRs and cash) and (ii) will recognize no gain or loss with respect to the Intrexon voting common stock received in the merger in exchange for GenVec common stock. Qualification as a reorganization is dependent on various requirements, including the requirement that the value of Intrexon common stock received by holders of GenVec common
stock constitute a certain percentage of the total consideration, including the fair market value of the CPRs received and any cash received. If the merger does not qualify as a reorganization, the receipt of the merger consideration by a United States holder in exchange for shares of GenVec common stock will be a taxable transaction for United States
federal income tax purposes. The merger agreement does not require that the merger qualify as a tax-free reorganization and does
not contemplate that a tax opinion will be required or delivered as a condition to closing.

For a more complete discussion of the tax consequences of the merger, see the section entitled “Material U.S. federal income tax consequences of
the merger.”Tax matters are very complicated, and the tax consequences of the merger to a particular GenVec shareholder will depend in part on such shareholder’s circumstances. Accordingly, you are urged to consult your own tax advisor
for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws.

Page 23

 The U.S. federal income tax treatment of the merger depends, in part, upon the aggregate amount of the consideration received by the holders of the
GenVec common stock and the aggregate amount of such consideration that is paid in cash (rather than shares of Intrexon common stock).

Pursuant to the terms of the merger
agreement, Intrexon and GenVec agreed not to take any action that would reasonably be expected to prevent or impede the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. However, the
qualification of the merger as a reorganization depends on compliance with numerous technical requirements of these provisions of the Code not all of which can be finally determined at this time, most specifically whether holders of GenVec common
stock will receive a sufficient amount of Intrexon voting common stock to satisfy the “control test” set forth in Section 368(a)(2)(E) of the Code.

Under the contingent payment rights
agreement, the holders of the GenVec common stock are entitled to receive 50% of the amounts actually received by GenVec under the NVS License Agreement during the 36-month period following the signing of the merger agreement. Accordingly, at the
effective time of the merger, the aggregate amount of consideration to be received by the holders of the GenVec common stock will not be known (and will not be determinable) because the aggregate amount (if any) paid to the holders of the GenVec
common stock will not be known until after the expiration of the 36-month period following the signing of the merger agreement.

In addition, the contingent payment rights
agreement provides that the CPRs are to be paid in cash unless any such payment would prevent the transactions contemplated by the merger agreement from being treated as a tax free reorganization, in which case Intrexon would issue shares of its
common stock in lieu of payment in cash of such amounts determined to be payable under the contingent payment rights agreement. But, the contingent payments rights agreement also limits the number of Intrexon common shares that may be issued in
connection with the reorganization. Once this limit is met, all additional payments under the contingent rights agreement will be made in cash. As a result, the actual amount of consideration to be received by the holders of the GenVec common stock
and the amount of such consideration that is paid in cash is not currently known (and will not be known) until following the expiration of the 36-month period.

Tax matters are very complicated, and the
tax consequences of the merger to a particular GenVec shareholder will depend in part on such shareholder’s circumstances. Accordingly, you are urged to consult your own tax advisor for a full understanding of the tax consequences of the merger
to you, including the applicability and effect of federal, state, local and foreign income and other tax laws.

Due to these uncertainties, the tax
treatment of the merger is unclear and uncertain.

 Moreover, the U.S. federal income tax treatment of the contingent payment rights is unclear.

Although Intrexon and GenVec intend to treat the merger as a reorganization under
Section 368(a) of the Code, theThe tax treatment of CPRs
could impact whether or not the merger will qualify as a reorganization under Section 368(a) of the Code. In that regard, there is no legal authority directly addressing the U.S. federal income tax classification of a CPR or the treatment of
payments that may be received pursuant to a CPR. Accordingly, the impact of CPRs on the tax treatment of the merger and the amount, timing and character of any gain, income or loss with respect to the CPRs are uncertain. Due to the legal and factual
uncertainties regarding the tax treatment of CPRs, GenVec shareholders are urged to consult their own tax advisers to determine the timing and characterization of income, gain or loss resulting from receipt of payments (if any) pursuant to the CPRs.
See the section entitled “Material U.S. federal income tax consequences of the merger.”

 Tax matters are very complicated, and the tax consequences of the merger to a particular GenVec shareholder will
depend in part on such shareholder’s circumstances. Accordingly, you are urged to consult your own tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state,
local and foreign income and other tax laws.

 Page 87

Exchange of GenVec common stock for Intrexon voting common stock, cash in lieu of fractional shares, and CPRs

It is intended, and each ofPursuant to the terms of the merger agreement, Intrexon and GenVec expect that the merger will qualifyagreed not to take any
action that would reasonably be expected to prevent or impede the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. TheHowever, the qualification of the merger as a reorganization depends on compliance with numerous technical requirements of these provisions of the Code,
includingnot all of which can be finally
determined at this time, most specifically whether holders of GenVec common stock will receive a sufficient amount of Intrexon voting common stock to satisfy the “control test” set forth
in Section 368(a)(2)(E) of the Code, and whether after the merger the surviving corporation is regarded as holding substantially all of the assets of GenVec and the merged
subsidiary, which is referred to as the substantially all test.. The final measurement of this test depends on facts
and circumstances that cannot yet be determined; however, Intrexon and GenVec anticipate that sufficient qualifying merger consideration will ultimately be issued such that the control test will be satisfied and that the merger will qualify as a
reorganization.

The merger agreement does not require that
the merger qualify as a tax-free reorganization and does not contemplate that a tax opinion will be required or delivered as a condition to closing.

Due to the legal and factual uncertainties
regarding the tax treatment of CPRs, GenVec shareholders are urged to consult their own tax advisers to determine the timing and characterization of income, gain or loss resulting from receipt of payments (if any) pursuant to the CPRs.

As more fully discussed below, assuming that
the merger is treated as a reorganization and a “closed” transaction, (i) a United States holder will recognize gain, but not loss, with respect to the receipt of merger consideration other than Intrexon voting common stock (e.g.,
CPRs and cash) and (ii) will recognize no gain or loss with respect to the Intrexon voting common stock received in the merger in exchange for GenVec common stock. If the merger does not qualify as a reorganization, the receipt of the merger
consideration by a United States holder in exchange for shares of GenVec common stock will be a taxable transaction for United States federal income tax purposes.

 The control test requires that, in the transaction, the holders of GenVec stock exchange, for an amount of
Intrexon voting stock, stock possessing “control” of GenVec. For purposes of Section 368(a)(2)(E) of the Code, “control” is defined as ownership of stock possessing at least 80% of the total combined voting power of all
classes of stock entitled to vote and at least 80% of the total number of shares of all other classes of stock of the corporation. Satisfaction of the control test will depend on the value, as of the closing of the merger, of the Intrexon voting
common stock received by holders of GenVec common stock in exchange for GenVec common stock relative to the value of the consideration other than Intrexon voting common stock (including the fair market value of the CPRs and cash consideration paid
to GenVec shareholders receiving appraisal rights) received by holders of GenVec common stock in exchange for shares of GenVec common stock in connection with the merger. At this time, neither Intrexon nor GenVec is able to ascertain with certainty
whether the value of the Intrexon voting common stock to be received by holders of GenVec common stock in connection with the merger will be sufficient to satisfy the control test. Accordingly, although Intrexon and GenVec have structured the
merger, including the CPRs, with the intent that the control test will be satisfied, due to uncertainties surrounding the amount of cash issued to shareholders exercising appraisal rights and limitations on the total number of Intrexon shares that
may be issued in the merger, they anticipate that it will not be possible to make this determination with certainty until after the closing of the merger and the expiration of the 36-month CPR payment period.

Intrexon and GenVec believe anticipate that the merger should satisfy the other technical requirements to qualify as
a “reorganization” within the meaning of Section 368(a)(2)(E) of the Code, including the “continuity of interest” requirement, the “continuity of business enterprise” requirement, the “substantially all”
requirement, and the requirement that the merger must be undertaken for reasons pertaining to the continuance of the business of a corporation that is a party to the transaction. However, Intrexon and GenVec have not sought and will not seek any
ruling from the IRS regarding any matter affecting the merger or any of the United States federal income tax consequences discussed herein, and have not sought and will not seek any opinion from their respective legal counsel regarding the
qualification of the merger as a “reorganization” within the meaning of Section 368(a) of the Code. Thus, there can be no assurance that the IRS will ultimately conclude that the merger does meet the “control” test or any of
the other requirements for qualification as a “reorganization” within the meaning of Section 368(a) of the Code or that any of the other statements made herein would not be challenged by the IRS and, if so challenged, sustained upon
review in a court.

Mail Stop 3561
May 3 , 2017

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

Re: Intrexon Corporation
  Amendment No.1 to Registration Statement on Form S-4
Filed  April 21, 2017
  File No.  333-216808

Dear Mr. Kirk :

We have reviewed your amended registration statement  and have the following
comments.  In our comment , 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 ment applies  to your facts and
circumstances or do not be lieve 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 this comment , we may have  additional comments.   Unless we note
otherwise,  our references to prior comments are to comments in our April 13, 2017 letter .

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

1. We note your disclosure on page 12 and 87 stating that “it is intended, and each of
Intrexon and GenV ec expect , the merger will qualify as a ‘reorganization  ….” and on
page 88 that “Intrexon and GenVec believe  that the merger should satisfy the other
technical requirements to  qualify as a ‘reorganization ….”  (emphasis added).  We also
note your statement tha t “it will not be possible to make this determination with certainty
until after the closing of the merger and the expiration of the 36 -month CPR payment
period.”  Additionally, we note your response to comment 7 and disclosure in the filing
that the tax t reatment of the merger, including treatment of the CPR’s, is unclear and
uncertain.  Please reconcile these statements.

Randal Kirk
Intrexon Corporation
May 3 , 2017
Page 2

 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

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

July 21, 2015

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

Re: Intrexon Corp.
Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed March 2, 2015
File No. 1 -36042

Dear Mr. Kirk :

We have completed our review of your filing .  We remind you that our comment  or
changes to disclo sure in response to our comment  do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of th e United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely ,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

CORRESP
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filename1.htm

SEC Letter

 INTREXON CORPORATION

20374 Seneca Meadows Parkway

Germantown, Maryland 20876

Telephone: (301) 556-9900

July 10, 2015

 By EDGAR Transmission

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-7410

Attention:

Jeffrey Riedler, Assistant Director

Division of Corporation Finance

              Re:

Intrexon Corporation

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed March 2, 2015

File No. 1-36042

 Dear Mr. Riedler:

As Chief Legal Officer of Intrexon Corporation I am transmitting herewith for filing the Company’s response to the comments of the staff
(the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter to Randal J. Kirk’s attention, dated June 30, 2015.

Set forth below is the response of the Company to the comment of the Staff. For convenience of reference, the Staff comment is reprinted in
bold and is followed by the corresponding response of the Company.

 When used in this letter, the terms “Company,”
“Intrexon,” “we,” “us,” and “our” refer to Intrexon Corporation.

 Intellectual Property, page 14

 1. We refer to your intellectual property disclosure on page 14. Please expand your patent disclosure to provide the following
information separately for each of your material patents:

•

specific products, product groups and technologies to which the patent relates;

•

whether the patent is owned or licensed from third parties and if licensed, from whom;

•

type of patent protection such as composition of matter, use or process;

•

patent expiration date;

•

jurisdiction; and

•

contested proceedings and/or third-party claims.

 U.S. Securities and Exchange Commission

July 10, 2015

  Page
 2

 Response:

We acknowledge the Staff’s comment. In response to the Staff’s comment, we will include expanded disclosure regarding Intrexon’s
intellectual property in substantially the form set forth in Exhibit A to this letter in our Annual Report on Form 10-K for the year ending December 31, 2015, and other future filings, as appropriate. We respectfully note that the bolded
and underlined and struck text set forth in Exhibit A indicates our proposed expanded disclosure using the disclosure set forth in our Annual Report on Form 10-K for the year ended December 31, 2014.

***************

 In
connection with the Company’s response to the comment of the Staff set forth herein, the Company acknowledges the following:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If there is any additional information that we might provide to assist the Staff’s review, please call me at (301) 556-9809.

 Sincerely,

 /s/ Donald P. Lehr

 Chief Legal Officer

cc:
Randal J. Kirk

 U.S. Securities and Exchange Commission

July 10, 2015

  Page
 3

 EXHIBIT A

Intellectual property

 As we advance technologies across
multiple platforms and synthetic biology areas, correspondingly, we apply a multilayered approach for protecting intellectual property relating to the inventions we have developed internally as well as those we have acquired from third parties, such
as by assignment or by in-license. We seek patent protection in the United States and in other countries for our inventions and discoveries, and we develop and protect our key know-how and trade secrets relating to our platform technologies as well
as to the products we are developing with our collaborators.

 We seek patent protection for our platform technologies, including but not limited to our
(i) switch technology, (ii) activator ligands for our switch technology and, (iii) portfolio around various genetic componentry such as vectors, cells and organisms containing these genetic
componentry and (iv) cell identification and selection platform. In addition, we seek patents covering specific collaborator’s products. With respect to a particular collaborator’s product, we may seek patent protection on
some or all of the following aspects of the invention such as: the compound itself, its commercial or material, the composition, its production of matter, and its methods of
use/or the method or process of making or using the composition.

 Through the use of our various platform technologies we seek to
design and build proprietary compounds, vectors, methods and processes across a variety of end markets. In particular, we focus our intellectual property on synthetic biology technologies that provide platforms for the design and creation of cells,
vectors and components for our collaborators. In addition, we may pursue intermediate and product-specific patents associated with our collaborators’ lead programs.

Our success depends, in part, upon our ability to obtain patents and maintain adequate protection for our intellectual property relating to our technologies
and products and potential products. We have adopted a strategy of seeking patent protection in the United States and in other jurisdictions globally as we deem appropriate under the circumstances, with respect to certain of the technologies used in
or relating to our products and processes. For instance, where we believe appropriate, we have also filed counterpart patents and patent applications in other countries, including Australia, Argentina, Brazil, Canada, China, Europe, Hong Kong,
India, Indonesia, Israel, Japan, Korea, Mexico, New Zealand, Philippines, Russia, Singapore, South Africa and Taiwan. In the future we may file in these or additional jurisdictions as deemed appropriate for the protection of our
technologies.

 As of December 31, 2014 2015, we owned at least 55 XX issued U.S. patents and
55 XX pending U.S. patent applications relating to certain aspects of our technologies, and we have pursued counterpart patents and patent applications in other jurisdictions around the world, as we have deemed
appropriate. We continue to actively develop our portfolio through the filing of new patent applications, provisionals and continuations or divisionals relating to our technologies, methods and products as we and our
collaborators deem appropriate.

 U.S. Securities and Exchange Commission

July 10, 2015

  Page
 4

 We have strategic positioning with respect to our key technologies including owned patent
portfolios directed to: our switch technology covering aspects of our gene switches, such as our RheoSwitch Therapeutic System, and gene modulation systems, with a last to expire patent
currently in 2026, our portfolio around various genetic componentry such as vectors, cells and organisms containing these switches genetic componentry with a last to expire patent in 2031, and their use; our
activator ligand technology covering aspects of our activator ligands and their use with a last to expire patent in 2032; and our cell identification and selection technology covering aspects of our cell identification and selection
platform, including our cell purification, isolation, characterization and manipulation technologies. We have also filed counterpart patents and patent applications in other countries, when appropriate, including Australia, Argentina,
Brazil, Canada, China, Europe, Hong Kong, India, Indonesia, Israel, Japan, Korea, Mexico, New Zealand, Philippines, Russia, Singapore, South Africa and Taiwan. In the future we may file in these or additional jurisdictions as deemed appropriate for
the protection of our technologies. with a last to expire patent in 2031. Although we cannot be assured that that these patents may not be subject to challenge in the future, as of this filing, there are currently no
material contested proceedings and/or third party claims with respect to any of these patent portfolios. Additionally, we complement our intellectual property portfolio with exclusive and non-exclusive patent licenses and options for
licenses to third party technologies.

 A principal component of our strategy is maximizing the value of our ECCs through our intellectual property that
covers our technologies, which is accentuated by intermediate and program-specific intellectual property protections. In addition to owned and in-licensed patents, we solidify our intellectual property protection through a combination of trade
secrets, know-how, confidentiality, nondisclosure and other contractual provisions, and security measures to protect our confidential and proprietary information related to each platform and collaborator program. We regularly assess and review the
risks and benefits of protecting our developments through each aspect of intellectual property available to us.

 Because we rely on trade secrets,
know-how and continuing technological advances to protect various aspects of our core technology, we require our employees, consultants and scientific collaborators to execute confidentiality and invention assignment agreements with us to maintain
the confidentiality of our trade secrets and proprietary information. Our confidentiality agreements generally provide that the employee, consultant or scientific collaborator will not disclose our confidential information to third parties. These
agreements also provide that inventions conceived by the employee, consultant or scientific collaborator in the course of working for us will be our exclusive property. Additionally, our employees agree to take certain steps to facilitate our
assertion of ownership over such intellectual property. These measures may not adequately protect our trade secrets or other proprietary information. If they do not adequately protect our rights, third parties could use our technologies, and we
could lose any competitive advantage we may have. In addition, others may independently develop similar proprietary information or techniques or otherwise gain access to our trade secrets, which could impair any competitive advantage we may have.

June 30, 2015

Via E -mail
Randal  J. Kirk
Chief Executive Officer
Intrexon Corp.
20374 Sen eca Meadows Parkway
Germantown, MD  20876

Re:  Intrexon Corp.
Form 10-K for the Fiscal Year Ended December 31, 2014
Filed March 2 , 201 5
  File No.  1-36042

Dear M r Kirk :

We have reviewed your filing and h ave the following comment.  In our comment, we ask
you to provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will  provide the requested response.  If you do not
believe the  comment applies to your facts and circumstances, please tell us why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that keys
your response to our comment.

After reviewing the information you provide in response to the comment, we may have
additional comments and/or request that you amend your filing.

Intellectual Property, page 14

1. We refer to your intellectual property disclosure on page 14.  Please expa nd your patent
disclosure to provide the following information separately for each of your material
patents:
 specific products, product groups and technologies to which the patent relates;
 whether the patent is owned or licensed from third parties and if licensed, from
whom;
 type of patent protection such as composition of matter, use or process;
 patent expiration date,
 jurisdiction; and
 contested proceedings and/or third -party claims.

Randal  J. Kirk
Intrexon Corp.
June 30, 2015
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing  include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the compan y and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment , please provide a written statement from the comp any
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the
filing
 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to th e filing; and
 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Please contact Tara Keating Brooks , Staff Attorney, at (202) 551 -8336  or Jeffrey Riedler,
Assistant Director, at (202) 5 51-3715 with questions on  the comment .

Sincerely,

 /s/ Jim B. Rosenberg for

Jeffrey Riedler
Assistant Director

CORRESP
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Acceleration Request

 August 5, 2013

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

Intrexon Corporation

Registration Statement on Form S-1 (SEC File No. 333-189853)

 Ladies and Gentlemen:

 In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Intrexon Corporation that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern
time, on August 7, 2013 or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, please be advised that we have distributed
approximately 3,300 copies of the Preliminary Prospectus dated July 29, 2013 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.

In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have confirmed that they are complying with
the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 J.P. MORGAN SECURITIES LLC

 BARCLAYS CAPITAL INC.

 As Representatives

 By:

 J.P. MORGAN SECURITIES LLC

 By:

 /s/ Sri Kosaraju

 Name: Sri Kosaraju

 Title: Managing Director

 By:

 BARCLAYS CAPITAL INC.

 By:

 /s/ Victoria Hale

 Name: Victoria Hale

 Title: Vice President

CORRESP
1
filename1.htm

Correspondence

 INTREXON CORPORATION

20374 Seneca Meadows Parkway

 Germantown, Maryland 20876

 Telephone: (301) 556-9900

 August 5, 2013

 Via Facsimile and EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention: Jeffrey Riedler

Re:

 Intrexon Corporation

Registration Statement on Form S-1 (No. 333-189853)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), Intrexon Corporation (the “Company”) hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective on August 7, 2013 at 4:00 p.m. Eastern Time, or as soon as practicable thereafter, unless we or our outside counsel,
Troutman Sanders LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel Troutman Sanders LLP by calling David I.
Meyers at (804) 697-1239. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to our counsel Troutman Sanders LLP Attention: David I.
Meyers by facsimile to (804) 698-5176.

 In connection with the foregoing, the Company acknowledges that:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Very truly yours,

INTREXON CORPORATION

/s/ Randal J. Kirk

Randal J. Kirk

Chairman and Chief Executive Officer

Cc:

Donald P. Lehr (Intrexon Corporation)

David I. Meyers (Troutman Sanders LLP)

CORRESP
1
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CORRESP

 DAVID I. MEYERS

 804.697.1239
telephone

 804.698.5176 facsimile

david.meyers@troutmansanders.com

 TROUTMAN SANDERS LLP

 Attorneys at Law

 Troutman Sanders Building

1001 Haxall Point

P.O. Box 1122 (23218-1122)

 Richmond, Virginia 23219

 804.697.1200 telephone

troutmansanders.com

 August 2, 2013

 By EDGAR Transmission

 and Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-0404

Attention:
Mr. Jeffrey P. Riedler

Assistant Director

RE:
Intrexon Corporation

Amendment No. 1 to Registration Statement on Form S-1

 Filed July 29, 2013

 File No. 333-189853

Dear Mr. Riedler:

 As counsel
to Intrexon Corporation (the “Company”), I am transmitting herewith for filing pursuant to the provisions of the Securities Act of 1933, as amended, the Company’s responses to the comments of the staff (the “Staff’) of the
Division of Corporation Finance of the Securities and Exchange Commission contained in its comment letter to Mr. Randal J. Kirk, dated August 1, 2013.

 Set forth below is the Company’s response to the comment of the Staff. All references below to specific paragraphs and pages are to the paragraphs and pages of the above-referenced Registration
Statement.

 Summary consolidated financial data, page 8

1. Please explain why the amounts for “Pro forma shares used in the computation of pro forma net loss per share,
basis and diluted” differ from the corresponding amounts on pages F-5 and F-64. This comment also applies to your selected consolidated financial data pro forma share amounts on page 54.

The Company acknowledges the Staff’s comment. In response to the Staff’s comment, and as discussed with Mr. Wyman of your
office by telephone on the date of this letter, the Company advises the Staff that, the pro forma share amounts presented on pages 8, 54, F-5 and F-64 are calculated based on the weighted average number of shares outstanding during the reporting
period. As indicated in footnote 1 to the tables on pages 8 and 54, the pro forma amounts as of and for the period ended December 31, 2012 give effect to 19,047,619 shares of Series F preferred stock sold between December 31, 2012 and April 30, 2013
and the assumed conversion of those shares into 10,884,353 shares of common stock upon the completion of this offering. Also, as indicated in footnote 2 to the tables on pages 8 and 54, the

 Jeffrey P. Riedler

 Securities and Exchange Commission

 August 2, 2013

Page 2

pro forma amounts as of and for the period ended March 31, 2013 give effect to 10,868,655 shares of Series F preferred stock sold on April 30, 2013 and the assumed conversion of those shares into
6,210,660 shares of common stock upon the completion of this offering. The Company’s calculations of the pro forma shares on pages 8 and 54 assume that the Series F preferred stock was issued on the last day of the reporting period. For
example, the calculation of pro forma shares for the period ended March 31, 2013 included 1/90th of the as-converted 6,210,660 shares issued on April 30, 2013. The Company included these shares in the pro forma calculations because the Company
believes that this information would better inform investors of the future potential impact of such shares in the calculation of pro forma earnings per share.

 The unaudited pro forma amounts appearing on pages F-5 and F-64 form a part of the Company’s unaudited quarterly consolidated financial statements as of and for the period ended March 31, 2013 or the
audited annual consolidated financial statements as of and for the period ended December 31, 2012 and accordingly only reflect historical activity through the end of the respective reporting period and do not contemplate the subsequent issuances of
Series F preferred stock.

 **********************

 If you have any questions or comments regarding the foregoing, or if there is any additional information that we might provide to assist the Staff’s review, please contact the undersigned at (804)
697-1239 or John Owen Gwathmey at (804) 697-1225.

Sincerely,

/s/ David I. Meyers

David I. Meyers

 Cc:

Mr. Donald Abbott, SEC Staff

Mr. Johnny Gharib, SEC Staff

Mr. John Krug, SEC Staff

Mr. Franklin Wyman, SEC Staff

Mr. Randal J. Kirk, Intrexon Corporation

Mr. Donald P. Lehr, Intrexon Corporation

Mr. John Owen Gwathmey, Troutman Sanders LLP

August 1, 2013

Via E -mail
Randal J. Kirk
President and Chief Executive Officer
Intrexon Corporation
2875 South Ocean Boulevard, Suite 215
Palm Beach, Florida 33480

Re: Intrexon Corporation
Amendment No. 1 to  Registration Statement on Form S -1
  Filed July 29, 2013
  File No. 333 -189853

Dear Mr. Kirk:

We have reviewed your amended registration statement  and have the following comment .
In our comment, we  ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by providing the requested information .  If you do not believe
our comment applies  to your facts  and circumstances , please tell us why in your response.

After reviewing the information you provide in response to this comment , we may have
additional comments.

Summary consolidated financial data, page 8

1. Please explain why the amounts for “Pro forma shares used in  the computation of pro
forma net loss per share, basis and diluted” differ from the corresponding amounts on
pages F -5 and F -64.  This comment also applies to your selected consolidated financial
data pro forma share amounts on page 54.

We urge all pers ons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management a re in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment , in the event you request acceleration of the effective date
of the pendi ng regist ration statement please provide  a written statement from the company
acknowledging that:

Randal J. Kirk
Intrexon Corporation
August 1, 2013
Page 2

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking an y action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disc losure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective res ponsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendmen t prior to the requested effective date of the
registration statement.

You may contact Franklin Wyman at (202) 551 -3660 or Donald Abbott at (202) 551 -
3608 if you have questions regarding comments on the financial statements and related matters.
Please contact Johnny Gharib at (202) 551 -3170, John Krug at (202) 551 -3862 or me at (202)
551-3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

Via E -mail
David I. Meyers, Esq.
Troutman Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219

CORRESP
1
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SEC Correspondence

DAVID I. MEYERS

TROUTMAN SANDERS LLP

 804.697.1239 telephone

Attorneys at Law

 804.698.5176 facsimile

Troutman Sanders Building

 david.meyers@troutmansanders.com

1001 Haxall Point

P.O. Box 1122 (23218-1122)

Richmond, Virginia 23219

804.697.1200 telephone

troutmansanders.com

 July 24, 2013

By EDGAR Submission and

 Overnight Delivery

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-0404

Attention:

Mr. Jeffrey P. Riedler

Assistant Director

RE:

Intrexon Corporation

Registration Statement on Form S-1

Submitted May 10, 2013, as amended

CIK No. 0001356090

Dear Mr. Riedler:

 As counsel to Intrexon Corporation (the “Company”), I am transmitting herewith supplemental information regarding the Company’s proposed directed share program to be described in an amendment to the
Company’s Registration Statement on Form S-1 (as amended, the “Registration Statement”). In addition, the Company wishes to inform the Staff (the “Staff”) of the Securities and Exchange Commission that Randal J. Kirk, the
Company’s Chairman, President and Chief Executive Officer, on behalf of himself and certain of his affiliates, has indicated an interest in purchasing an aggregate of up to approximately $30 million in shares of the Company’s common stock
in the offering at the initial public offering price.

 The Company has determined to create a directed share program for certain of the
shares of common stock offered under the Registration Statement. Under the program, the underwriters will reserve up to 7% of the shares offered for sale at the initial public offering price to the Company’s directors, officers, employees and
certain other persons who are otherwise associated with the Company, excluding Randal J. Kirk and his affiliates. The number of shares available for sale to the general public will be reduced by the number of directed shares purchased by
participants in the program. The shares included in the directed share program will be subject to lock-up agreements. I refer to the directed share program as the DSP.

 Directed share materials will be provided to prospective participants in the DSP. However, the Company advises the Staff that no directed share materials will be sent to prospective participants until a preliminary
prospectus containing a price range is available. As soon as the preliminary prospectus containing a price range is available, the underwriters will send a notice to prospective participants. The notice will include: (a) an explanatory letter
accompanied by the preliminary prospectus, (b) an indication of interest form letter, (c) a client

ATLANTA     BEIJING    CHICAGO     HONG KONG     NEW
YORK     NORFOLK     ORANGE COUNTY     PORTLAND

RALEIGH     RICHMOND     SAN DIEGO     SHANGHAI     TYSONS
CORNER     VIRGINIA BEACH     WASHINGTON, DC

 Jeffrey P. Riedler

Securities and Exchange Commission

 July 24, 2013

 Page 2

questionnaire, (d) a directed share account information form, and (e) a list of answers to commonly asked questions (collectively, the “Confidential Information”). The written
materials will contain only the statements required or permitted to be included therein by the provisions of Rule 134 and the Staff. The forms of these materials are supplementally enclosed herewith. Pursuant to Rule 418 of the Securities Act, I
request, on behalf of the Company, that at the conclusion of the Commission’s review of the Confidential Information, all copies of the Confidential Information be returned to the undersigned in the enclosed prepaid addressed envelope.

 In addition, as discussed above, Randal J. Kirk, the Company’s Chairman, President and Chief Executive Officer, on behalf of
himself and certain of his affiliates, has indicated an interest in purchasing an aggregate of up to approximately $30 million in shares of the Company’s common stock in the offering at the initial public offering price (the “IPP”).

 The Company intends to file an amendment to the Registration Statement which describes the DSP and the IPP. I enclose the accompanying
changed pages marked to indicate changes from the Registration Statement. The enclosed pages include changes to the Cover page (IPP), Prospectus summary — The offering (DSP and IPP), Risk factors (IPP), Dilution (IPP), Certain relationships and
related person transactions — Participation in this offering (IPP), Principal shareholders (DSP and IPP) and Underwriting (DSP and IPP).

 **********************

 If you have any questions or comments regarding the foregoing, or if there is
any additional information that we might provide to assist the Staff, please contact the undersigned at (804) 697-1239 or John Owen Gwathmey at (804) 697-1225.

Sincerely,

 /s/ David I. Meyers

 David I. Meyers

Cc:

Mr. Donald Abbott, SEC Staff

Mr. Johnny Gharib, SEC Staff

Mr. John Krug, SEC Staff

Mr. Franklin Wyman, SEC Staff

Mr. Randal J. Kirk, Intrexon Corporation

Mr. Donald P. Lehr, Intrexon Corporation

Mr. John Owen Gwathmey, Troutman Sanders LLP

CORRESP
1
filename1.htm

CORRESPONDENCE

 DAVID I. MEYERS

 804.697.1239
telephone

 804.698.5176 facsimile

david.meyers@troutmansanders.com

 TROUTMAN SANDERS LLP

 Attorneys at Law

 Troutman Sanders Building

1001 Haxall Point

P.O. Box 1122 (23218-1122)

 Richmond, Virginia 23219

 804.697.1200 telephone

troutmansanders.com

 July 18, 2013

 FOIA Confidential Treatment Request

 By EDGAR Transmission

and Overnight Delivery

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-0404

 Attention:

Mr. Jeffrey P. Riedler

Assistant Director

RE:
Intrexon Corporation

Registration Statement on Form S-1

File No. 333-189853

CIK No. 0001356090

 Dear
Mr. Riedler:

 On behalf of Intrexon Corporation (the “Company”), set forth below is additional information to
supplement the Company’s prior response to comment 6 contained in the letter dated July 2, 2013 from Jeffrey P. Riedler of the Staff (the “Staff”) of the Securities and Exchange Commission to Randal J. Kirk, the Company’s
President and Chief Executive Officer, with respect to the Registration Statement referenced above. The supplemental response set forth below is based upon information provided to Troutman Sanders LLP by the Company.

Confidential Treatment Request

 Due to the commercially sensitive nature of information contained herein, the Company hereby requests, pursuant to 17 C.F.R. § 200.83, that certain portions of this letter be maintained in
confidence, not be made part of any public record and not be disclosed to any person as they contain confidential information. The Company has filed a separate copy of this letter, marked to show the portions redacted from the version filed via
EDGAR and for which the Company is requesting confidential treatment. In accordance with 17 C.F.R. § 200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an
opportunity to inspect this letter, we request that we be immediately notified of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at
least ten business days advance notice of any intended release so that the Company may, if deemed necessary or appropriate, pursue any remedies available to it. In such an event, we request that you telephone the undersigned rather than rely upon
the U.S. mail for such notice. The address and telephone number for David I. Meyers, the responsible representative, is c/o Troutman Sanders LLP, 1001 Haxall Point, Richmond, Virginia 23219, telephone number (804) 697-1239.

ATLANTA    BEIJING    CHICAGO    HONG KONG    NEW
YORK    NORFOLK    ORANGE COUNTY    PORTLAND

RALEIGH    RICHMOND    SAN DIEGO    SHANGHAI    TYSONS
CORNER    VIRGINIA BEACH    WASHINGTON, DC

 CONFIDENTIAL TREATMENT REQUESTED

BY INTREXON CORPORATION

Jeffrey P. Riedler

 Securities and Exchange
Commission

 July 18, 2013

 Page 2

 Certain confidential information contained in this document, marked by [*****], has been omitted and filed separately with the Commission
pursuant to 17 CFR § 200.83. Confidential treatment has been requested with respect to the omitted portions.

On behalf of the Company, we advise you as follows:

6.
Please refer to prior comment 29. We acknowledge your existing disclosure. Prior to the effective date, please update your filing with additional disclosure that
progressively bridges from your latest price per share to the mid-point of your estimated IPO price range. Reconcile and explain the differences between the values included in your analysis.

The Company acknowledges the Staff’s comment. In response to the Staff’s comment, to provide additional context and further
information for the Staff’s consideration, the Company supplementally advises the Staff that the Company currently anticipates that the price range for this offering will be within the range of [*****] per share. This indicative price range is
based on a number of factors, including the prospects for the Company’s business potential, the general condition of the securities markets, the recent market prices of, and the demand for, publicly traded common stock of generally comparable
companies and preliminary discussions with the underwriters of this offering regarding potential valuations of the Company. The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the
Staff’s interpretation regarding the parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the foregoing
indicative price range will not be subject to significant change.

 Once the estimated price range for this offering has been
determined, the Company will reflect in a subsequent amendment to the Registration Statement a list of significant factors contributing to any difference between the most recent common stock valuation and the midpoint of the estimated price range
for this offering. The Company expects that such disclosure would be generally consistent with the following currently contemplated disclosure:

Estimated offering price

On July 10, 2013, we and our underwriters determined the estimated price range set forth on the cover of this preliminary prospectus,
which is [*****] per share. In comparison, our estimate of the fair value of our common stock was $5.53 per share as of March 1, 2013. We note that, as is typical in initial public offerings, the estimated price range for this offering was not
derived using a formal determination of fair value, but was determined based upon

 CONFIDENTIAL TREATMENT REQUESTED

BY INTREXON CORPORATION

Jeffrey P. Riedler

 Securities and Exchange
Commission

 July 18, 2013

 Page 3

 Certain confidential information contained in this document, marked by [*****], has been omitted and filed separately with the Commission
pursuant to 17 CFR § 200.83. Confidential treatment has been requested with respect to the omitted portions.

discussions between us and the underwriters. Among the factors considered in setting the estimated range were prevailing market conditions and estimates
of our business potential, the general condition of the securities market and the market prices of, and demand for, publicly-traded common stock of generally comparable companies. In addition, we believe that the difference in value reflected
between the midpoint of the estimated range and the board of directors’ determination of the fair value of our common stock on March 1, 2013 was primarily the result of the following factors:

•

 we commenced preparations to launch a roadshow for this offering;

•

 the March 1, 2013 valuation used an aggregate probability weighting for the near term IPO and low IPO scenarios of 70% that the initial public
offering would occur during 2013 at a premium to our most recent preferred stock financing round. Our discussions with the underwriters in July 2013 considered our collective perceptions of the increased optimism regarding the overall market
conditions and the market for initial public offerings and confirmed our expectations that we would complete our initial public offering during the third quarter of 2013;

•

 the estimated initial public offering price range necessarily assumes that the initial public offering has occurred, that a public market for our
common stock has been created and that all outstanding shares of our preferred stock have been converted into common stock in connection with the initial public offering, and therefore excludes any discount for lack of marketability of our common
stock, which was factored in the March 1, 2013 valuation. Accordingly, the previously used private company valuation methodology is no longer applicable;

•

 our preferred stock has substantial economic rights and preferences superior to our common stock. The midpoint of the estimated price range assumes the
conversion of our preferred stock to common stock upon the completion of this offering and the corresponding elimination of such superior economic rights and preferences; and

•

 the proceeds of a successful initial public offering would substantially strengthen our consolidated balance sheet by increasing our cash and cash
equivalents. Additionally, the completion of this offering would provide us with access to the public company debt and equity markets. These projected improvements in our consolidated financial position influenced the increased common stock
valuation indicated by the midpoint of the estimated price range shown on the cover of this prospectus.

 CONFIDENTIAL TREATMENT REQUESTED

BY INTREXON CORPORATION

Jeffrey P. Riedler

 Securities and Exchange
Commission

 July 18, 2013

 Page 4

 Certain confidential information contained in this document, marked by [*****], has been omitted and filed separately with the Commission
pursuant to 17 CFR § 200.83. Confidential treatment has been requested with respect to the omitted portions.

**********************

 If you have any questions or comments regarding the foregoing, or if there is any additional information that we might provide to assist the Staff’s review, please contact the undersigned at
(804) 697-1239 or John Owen Gwathmey at (804) 697-1225.

 Sincerely,

 /s/ David I. Meyers

David I. Meyers

Cc:
Mr. Donald Abbott, SEC Staff

Mr. Johnny Gharib, SEC Staff

Mr. John Krug, SEC Staff

Mr. Franklin Wyman, SEC Staff

Mr. Randal J. Kirk, Intrexon Corporation

Mr. Donald P. Lehr, Intrexon Corporation

Mr. John Owen Gwathmey, Troutman Sanders LLP

July 2, 2013

Via E -mail
Randal J. Kirk
President and Chief Executive Officer
Intrexon Corporation
2875 South Ocean Boulevard, Suite 215
Palm Beach, Florida 33480

Re: Intrexon Corporation
Amendment No. 2 to Draft Registration Statement on Form S -1
Submitted June 17, 2013
  CIK No. 0001356090

Dear Mr. Kirk:

We have reviewed your amended draft registration statement and have the following
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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registrat ion statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these commen ts and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Prospectus Summary
Company overview, page 1

1. We note your response to our prior comment 10.  Please expand your disclosure in this
section  to provide a brief description of your technology platforms.

Gene Summary consolidated financial data, page 8
Selected consolidated financial data, page 50

2. The identification of some columns of financial data as “unaudited” may give an investor
the impression that the other columns are audited.  We believe your disclosure in the
introductory paragraph of these sections is sufficient to highlight to investors which
financial data have been derived from audited or unaudited financial statements.  Pleas e
revise your disclosure to remove any label identifying the columns as unaudited.

Randal J. Kirk
Intrexon Corporation
July 2 , 2013
Page 2

 Risk Factors
We may be sued for product liability, page 20

3. We note your response to our prior comment 16.  Please expand your disclosure to
quantify the amount of product l iability insurance which is considered standard for the
industry.

Risks related to our intellectual property, page 26
Our ability to compete may decline if we do not adequately protect our…, page 26

4. We note your response to our prior comment 18.  Please revise your disclosure in this
risk factor to provide a description of your patents or pending patent applications relating
to your key technology platforms, provide the foreign jurisdictions in which you have
issued or pending applications relating to your key technologies and the expiration date
of such U.S. and foreign patents as you have done on page 104.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Resear ch and development expenses, page 55

5. Please refer to prior comment 27. We continue to believe that your disclosure does not
provide investors with an adequate understanding of the nature of your research and
development activities. Please provide for each  period presented a separate quantification
of research and development expenses for costs to improve your platform technologies
and costs incurred to develop specific applications of your technologies in support of
ECC collaborations.

Critical Accounting  Policies and Estimates
Share -Based Compensation, page 75

6. Please refer to prior comment 29. We acknowledge your existing disclosure. Prior to the
effective date, please update your filing with additional disclosure that progressively
bridges from your lat est price per share to the mid -point of your estimated IPO price
range. Reconcile and explain the differences between the values included in your
analysis.

Business
Our suite of proprietary and complementary technologies
Elanco, page 98

7. We note your response to our prior comment 35.  Please expand your disclosure to
describe the types of diseases in companion animals and livestock that the lead programs
of this ECC are targeting.  Also, please disclose to which of your technologies Elanco  has
access.

Randal J. Kirk
Intrexon Corporation
July 2 , 2013
Page 3

 Certain relationships and related person transactions
Transactions with Third Security, LLC and affiliates, page 138

8. We note your response to our prior comment 50 that you expanded your disclosure on
pages 102 -103.  We also note that the Biolife Cell Bank, Inc. collaboration agreement is a
related party agreement.  Accordingly, please also provide a description of the Biolife
Cell Bank, Inc. agreement in this section as well.

Financial Statements of Intrexon Corporation
Notes to Consolidated Financial Statements
6. Investment in AquaBounty, page F -38

9. Please revise your disclosure to remove any reference to the purchase price allocation.
Under ASC Topic 805, assets acquired and liabilities assumed are generally recorded at
their fair values.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

You may contact Franklin Wyman at (202) 551 -3660 or Donald Abbott at (202) 551 -
3608 if you have questions regarding comments on the financial statements and related matters.
Please contact Johnny Gharib at (202) 551 -3170, John Krug at (202) 551 -3862 or me at (202)
551-3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

Via E -mail
David I. Meyers, Esq.
Troutman Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219

June 6, 2013

Via E -mail
Randal J. Kirk
President and Chief Executive Officer
Intrexon Corporation
2875 South Ocean Boulevard, Suite 215
Palm Beach, Florida 33480

Re: Intrexon Corporation
Draft Registration Statement on Form S -1
Submitted May 10, 2013 and amended May 31, 2013
  CIK No. 0001356090

Dear Mr. Kirk:

We have reviewed your draft registration statement and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration  statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. We note that there are a number of additional exhibits that still need to be filed.  Please
provide these exhibits as promptly as po ssible.  Please note that we may have comments
on these materials once they are provided.

2. We note that you intend to seek confidential treatment for several of your exhibits.
Please note that comments on your confidential treatment request will be sent u nder
separate cover.

3. Please confirm that the graphics included in your registration statement are the only
graphics you will use in your prospectus.  If those are not the only graphics, please
provide any additional graphics prior to their use for our r eview.

Randal J. Kirk
Intrexon Corporation
June 6, 2013
Page 2

 4. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added  by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

5. Please revise your disclosure throughout your registration statement to clarify whether
you applied to obtain listing of your common stock, and if so, the status of your
application.  If you have not yet filed an application, please expand your disclosure to
clearly state that an application has not yet been filed and disclose when you expect to
file such a n application.

6. Please update your filing with financial statements for the quarterly period ended March
31, 2013 as required by Rule 3 -12 of Regulation S -X.

7. We note your statement, “While we believe these industry publications and third -party
research, s urveys and studies are reliable, we have not independently verified such data.”
It is not appropriate to imply that you are not liable for statements included in your
registration statement.  Please delete this sentence or specifically state that you are
responsible for the referenced information.

Prospectus Summary
Company overview, page 1

8. Please provide the basis for your statement, “Intrexon is a leader in the field of synthetic
biology….”  Alternatively, please delete this assertion throughout your p rospectus or
make clear that it is your “belief” that you are a leader in the field of synthetic biology.

9. Please describe what you mean by the terms “gene programs” and “cellular systems” the
first time you use the terms.

10. Please expand your disclosur e to briefly describe your technology platforms.

11. Please expand the sentence at the bottom of page 1 to clarify that no commercial products
have been enabled by your technologies to date.

Our competitive strengths, page 2

12. Please expand your disclosure to  describe your “extensive bioinformatic network.”

Randal J. Kirk
Intrexon Corporation
June 6, 2013
Page 3

 Risks associated with our business, page 4

13. In your last bullet point, please identify your key management personnel to which you are
referring.

Risk Factors
If we lose key personnel, including key management personnel, or are unable…, page 18

14. To the extent that you have experienced problems attracting and retaining key
management personnel in the recent past, please revise your disclosure to describe these
problems.

15. Please quantify the amount of k ey man insurance that you maintain on Dr. Reed.

We may be sued for product liability, page 20

16. To the extent that you have received notice of any material liability claims, please revise
your disclosure to discuss such claims and the potential consequence s.  Also, please
quantify the level of coverage of product liability insurance that your collaborators are
required to obtain under your ECCs.

The markets in which our collaborators are developing products using our…, page 24

17. We note your disclosure that  there are numerous companies that are developing products
that may compete with, and could adversely affect the prices for, and products developed
by your collaborators using your technologies.  Please expand your disclosure to identify
your main competit ors and the products they are developing.

Risks related to our intellectual property, page 25

18. We note that you have patents in the U.S. and abroad that begin to expire in 2014 and
2017.  Please expand your disclosure in this section to discuss your mat erial patents,
including the foreign jurisdictions in which they are granted and the specific expiration
dates.

Obtaining and maintaining our patent protection depends on compliance…, page 28

19. To the extent that you have failed to comply with any procedural, documentary, fee
payment or other provisions during the patent process that could result in the
abandonment or lapse of a patent or patent application, please discuss the situation and
potential consequences.

Randal J. Kirk
Intrexon Corporation
June 6, 2013
Page 4

 Enforcing our intellectual prop erty rights may be difficult and unpredictable, page 27

20. We note your statement, “Although we believe that we have conducted our patent
prosecution in accordance with the duty of candor and in good faith, the outcome
following legal assertions of invalidit y and unenforceability during patent litigation is
unpredictable.”  It appears that you may have initiated some actions related to possible
infringement of your intellectual property.  If so, please discuss the situation and potential
consequences in this risk factor discussion.

If our technologies or products using our technologies are stolen…, page 30

21. To the extent that any of your technologies, or products using your technologies, have
been stolen, misappropriated or reverse engineered, please discus s the situation and
potential consequences in this risk factor discussion.

AquaBounty will need additional capital, page 30

22. Please expand your disclosure in this section to quantify the amount of AquaBounty’s
cash and cash equivalents and working capital  as of the most recent date practicable.
Also, please disclose for how long these amounts will provide adequate funds for
AquaBounty’s ongoing operations.  Lastly, to the extent known, please disclose the
additional amount of funds that you may be require d to invest in AquaBounty.

There is a significant uncertainty regarding regulatory approval of…, page 30

23. Please describe the significant  delays that AAS has experienced  in the regulatory process
thus far.

The loss of AquaBounty broodstock would result in the loss of AquaBounty’s…, page 31

24. Please define the term “broodstock” the first time it is used.

Use of proceeds, page 40

25. We note your intended uses of proceeds listed in the third paragraph of this section.
Please expand your disclosure to specify  the amount of proceeds that will be used for
each of the purposes listed in this section.  In regard to the proceeds that will be used to
fund continued investment in your research and development platforms, please describe
how far in the development proc ess these funds will bring each of your platforms.  Also,
please update the section entitled, “Future capital requirements” on page 58 accordingly.

Dilution, page 44

26. It appears that your calculations of historical net tangible book value include redeemab le
convertible preferred stock.  The amounts attributable to preferred shareholders would

Randal J. Kirk
Intrexon Corporation
June 6, 2013
Page 5

 only be available to common shareholders upon the conversion of preferred stock to
common stock.  Please revise your calculations of historical net tangible book valu e to
exclude redeemable convertible preferred stock or explain to us the basis for your
calculation.

Management’s discussion and analysis of financial condition and results of operations
Results of operations
Research and development expenses, page 54

27. Please disclose the following information for each of your key research and development
projects:
a. The nature, objective, and current status of the project;
b. The costs incurred during each period presented and to date;
c. The nature of efforts and steps necessary to complete the project;
d. The risks and uncertainties associated with completing development;
e. The extent and nature of additional resources that need to be obtained if current
liquidity is not expected to be sufficient to complete the project ; a nd,
f. Whether a future milestone such as completion of a development phase, date of filing
an NDA with a regulatory agency, or approval from a regulatory agency can be
reliably determined.

Net operating losses, page 60

28. We note that the utilization of port ions of the net operations losses may be subject to
annual limitations.  Please quantify the amount of losses that may be limited and the
annual limitations.

Critical Accounting Policies and Estimates
Share -based c ompensation, page 66

29. We acknowledge your  existing disclosure. Please expand your disclosure regarding the
common stock valuations to discuss the method used to determine enterprise value at
each valuation date.  Also, prior to the effective date, please update your filing with
additional disclos ure that progressively bridges from your latest price per share to the
mid-point of your estimated IPO price range. Reconcile and explain the differences
between the values included in your analysis.

Business
Our suite of proprietary and complementary te chnologies
The UltraVector gene design and fabrication platform, page 80

30. We note that the UltraVector -driven build phase is performed via a proprietary modular
assembly platform that incorporates a broad spectrum of DNA assembly methodologies.
Please exp and your disclosure to describe the “broad spectrum of DNA assembly
methodologies.”

Randal J. Kirk
Intrexon Corporation
June 6, 2013
Page 6

 31. Please define the terms “in vivo” and “ex vivo” the first time you use them.

32. We note that your Attsite recombinases mediate predictable gene exchange into host cells
thereby eliminating “many of the difficulties seen with traditional gene insertions.”
Please describe the difficulties with traditional gene insertions and how your Attsite
recombinases remedy the difficulties.

Cell Systems Informatics, page 82

33. Please d efine the terms “in silico” and “de novo” the first time you use them.

Our ECCs
Ziopharm Oncology, page 88

34. Please disclose the aggregate amount of future milestones you could receive under the
ECC with Ziopharm.

Elanco, page 89

35. Please identify the le ad programs that are currently in the research phase under the ECC
with Elanco and the indications that each program is designed to treat.

Oragenics, page 90

36. Please identify the infectious diseases that lantibiotics are being developed to treat.

Synthet ic Biologics, page 90

37. Please identify the lead program that is currently in preclinical development under the
ECC with Synthetic Biologics and the indications that this program is designed to treat.

38. Please disclose the aggregate amount of future mileston es that you could receive from
Synthetic Biologics.

AmpliPhi, page 91

39. We note that you are entitled to various milestone payments in the lower to mid -single -
digit millions of dollars.  Please quantify the aggregate amount of milestones that you are
entitled to receive under the AmpliPhi ECC.

Genopaver, page 91

40. Please identify the lead programs under the Genopaver ECC and their specific uses.

Randal J. Kirk
Intrexon Corporation
June 6, 2013
Page 7

 Soligenix, page 92

41. Please identify the lead program under the Soligenix ECC which is currently in the
research phase.

42. We note that you are entitled to various milestone payments in the lower to mid -single -
digit millions of dollars.  Please quantify the aggregate amount of milestones that you are
entitled to receive under the Soligenix ECC.

Competition, page 92

43. Under the first bullet point, please identify the companies which can synthesize DNA,
and the companies that can develop monoclonal antibodies.

Intellectual property, page 93

44. We note that you have also filed counterpart patents and patent applic ations in other
countries.  Please disclose the foreign jurisdictions where you have material patents or
patent applications and the expiration date of your material foreign patents.

Regulatory environment
Regulations affecting Intrexon, page 94

45. We note that your research operations are subject to various environmental regulations.
Please identify and describe these “various environmental regulations.”

Regulations affecting our ECC collaborators, page 95

46. Please describe FDA regulations, Depart ment of Agriculture regulations, Environmental
Protection Agency regulations, EMA regulations and the REACH program to which your
collaborators are subject.

Management
Executive officers and directors, page 99

47. We note that there are gaps in time in Mr. a nd Mrs. Krishnan’s business experience
during the past five years.  Please revise your disclosure to include Mr. and Mrs.
Krishnan’s business experience during the past five years pursuant to Item 401(e)(1) of
Regulation S -K.

Executive and director compen sation
Narrative to summary compensation table, page 109

48. Please disclose the annual salary that Mr. Kirk will receive as of the closing of this
offering.

Randal J. Kirk
Intrexon Corporation
June 6, 2013
Page 8

 49. We note that you typically establish bonus targets for your named executive officers and
evaluate the ir performance based on your achievement of corporate goals and the
achievement of specified goals and objectives by each individual employee.  Please
expand your disclosure to describe your bonus targets.  Also, please describe your
corporate goals and th e specified goals and objectives for each individual named
executive officer, providing a quantification of the corporate or individual goal as
appropriate.  Lastly, please describe the level of achievement of each corporate and
individual goal which led t o Mr. Krishnan and Dr. Reed receiving bonuses in the amounts
of $600,000 and $120,000, respectively, for the fiscal year ended December 31, 2012.

Certain relationships and related person transactions
Transactions with Third Security, LLC and affiliates

50. In the risk factor entitled, “We have engaged in transactions with companies in which
Randal J. Kirk, our Chief Executive Officer, and his affiliates have an interest,” you refer
to your research collaboration with Biolife Cell Bank, Inc.  We also note that  the
agreement is listed as an exhibit to be filed pursuant to Item 601(b)(10) of Regulation S -
K in your initial draft regist