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 recorded at fair value each reporting period. The 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 noncurrent 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 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 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.

Acquisition-related costs totaling $238 are included in selling, general and administrative expenses in the accompanying consolidated statement of operations for the three months ended March 31, 2017.

Condensed Pro Forma Financial Information

GenVec's results of operations subsequent to the acquisition are included in the consolidated statement of operations. The following condensed pro forma financial information for the three months ended March 31, 2017 is presented as if the acquisition had been consummated on January 1, 2016:



	Three Months Ended March 31,
	2017
	Pro forma
Revenues	$	53,861
Loss before income taxes	(36,765		)
Net loss	(36,232		)
Net loss attributable to the noncontrolling interests	978
Net loss attributable to Intrexon	(35,254		)