Mergers and Acquisitions

GenVec Acquisition

In June 2017, pursuant to an Agreement and Plan of Merger (the "GenVec Merger Agreement"), the Company acquired 100% of the outstanding shares of GenVec, Inc. ("GenVec"), a clinical-stage company and pioneer in the development of AdenoVerse gene delivery technology. Pursuant to the GenVec Merger Agreement, the former shareholders of GenVec received an aggregate of 684,240 shares of the Company's common stock and have the right to receive contingent consideration equal to 50% of any milestone or royalty payments received under one of GenVec's collaboration agreements, provided such payments are received within three years after the closing of the transaction. The Company also assumed warrants held by certain former shareholders of GenVec. The results of GenVec's operations subsequent to the acquisition date have been included in the consolidated financial statements.

The fair value of the total consideration transferred was $17,582. The acquisition date fair value of each class of consideration transferred is presented below:



Common shares	$	15,616
Warrants	1,381
Contingent consideration	585
	$	17,582

The fair value of the shares of the Company's common stock issued was based on the quoted closing price of the Company's common stock immediately prior to the closing of the acquisition. The fair value of the warrants assumed was estimated using the Black-Scholes option-pricing model. The fair value of the contingent consideration was determined using a probability weighted discounted cash flows model and is considered a freestanding financial instrument and is recorded at fair value each reporting period. The preliminary estimated fair value of assets acquired and liabilities assumed at the acquisition date is shown below:



Cash and cash equivalents	$	2,054
Short term investments	542
Trade receivables	75
Other receivables	97
Prepaid expenses and other	227
Property and equipment	250
Intangible assets	14,000
Other non-current assets	58
Total assets acquired	17,303
Accounts payable	2,158
Accrued compensation and benefits	1,226
Other accrued expenses	856
Other long term liabilities	92
Deferred tax liabilities	239
Total liabilities assumed	4,571
Net assets acquired	12,732
Goodwill	4,850
Total consideration	$	17,582

The fair value of assets acquired and liabilities assumed at the acquisition date are considered preliminary and are subject to revision when the valuation of intangible assets is finalized. The acquired intangible assets include developed technology, the fair value of which was determined using the multi-period excess earning method, which is a variation of the income approach that converts future cash flows to single discounted present value amounts. The intangible assets are being amortized over a useful life of eleven years. Goodwill, which is not expected to be deductible for tax purposes, represents the assembled workforce and the anticipated buyer-specific synergies arising from the combination of the Company's and GenVec's technology.

As of June 30, 2017, the Company had incurred $510 of acquisition related costs, of which $260 and $498 is included in selling, general and administrative expenses in the accompanying consolidated statements of operations for the three and six months ended June 30, 2017, respectively.

Condensed Pro Forma Financial Information

GenVec's results of operations subsequent to the acquisition are included in the consolidated statements of income. The following condensed pro forma financial information for the three and six months ended June 30, 2017 and 2016 is presented as if the acquisition had been consummated on January 1, 2016:



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	Pro forma
Revenues	$	54,551		$	52,527		$	108,169		$	96,255
Loss before income taxes	(24,124		)	(52,135		)	(60,651		)	(121,914		)
Net loss	(23,500		)	(51,355		)	(59,494		)	(118,853		)
Net loss attributable to the noncontrolling interests	998			967			1,976			1,858
Net loss attributable to Intrexon	(22,502		)	(50,388		)	(57,518		)	(116,995		)