Common use of Reporting Compliance Clause in Contracts

Reporting Compliance. During the Term, in the event that Intrexon notifies Fibrocell that Intrexon has reasonably concluded, after consultation with its outside advisors, that Intrexon will have to consolidate Fibrocell’s financial statements with its own, for so long as Intrexon reasonably believes that such consolidation is necessary, Fibrocell shall comply with the following additional obligations: (a) Fibrocell shall maintain at its principal place of business or, upon notice to Intrexon, at such other place as Fibrocell shall determine: (i) a copy of Fibrocell’s certificate of incorporation or organizational document and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (ii) a copy of this Agreement; (iii) a copy of Fibrocell’s federal, state, and local income tax returns and reports, if any; and (iv) minutes of meetings of Fibrocell’s board of directors and shareholders or actions by written consent in lieu thereof, redacted as necessary by Fibrocell to exclude any sensitive or confidential information that Intrexon, by operation of law or contractual stipulation, is not permitted to receive. (b) Fibrocell shall keep its books and records consistent with US GAAP. (c) Intrexon at its own expense and upon reasonable notice, may examine any information it may reasonably request (including, to the extent Fibrocell has the right to provide such, the work papers of Fibrocell’s internal and independent auditors) and make copies of and abstracts from the financial and operating records and books of account of Fibrocell, and discuss the affairs, finances and accounts of Fibrocell with Fibrocell and independent auditors of Fibrocell, all at such reasonable times and as often as Intrexon or any agents or representatives of Intrexon may reasonably request. The rights granted pursuant to this Section 4.10(c) are expressly subject to compliance by Intrexon with the safety, security and confidentiality procedures and guidelines of Fibrocell, as such procedures and guidelines may be established from time to time. (d) As soon as available but no later than ninety (90) days after the end of each fiscal year, Fibrocell shall cause to be prepared and Intrexon to be furnished with an audited balance sheet as of the last day of such fiscal year and an audited income statement, a statement of stockholders’ equity and statement of cash flows for Fibrocell for such fiscal year and notes associated with each, in each case prepared in accordance with US GAAP, together with a report of Fibrocell’s independent auditor that such statements have been prepared in accordance with US GAAP and present fairly, in all material respects, the financial position, results of operations and cash flows of Fibrocell. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (e) As soon as available but no later than forty five (45) days after the end of each calendar quarter, Fibrocell shall furnish the following to Intrexon an unaudited balance sheet as of the last day of such period, and an unaudited income statement, a statement of cash flows and a statement of stockholders’ equity for Fibrocell for such period, in each case prepared in accordance with US GAAP. (f) As requested by Intrexon on no more than a quarterly basis, a certificate, executed by the Executive Officer of Fibrocell, certifying on behalf of Fibrocell the following: (i) Fibrocell maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls that provide assurance that (1) transactions are executed with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Fibrocell and to maintain accountability for Fibrocell’s consolidated assets; (3) access to the assets of Fibrocell is permitted only in accordance with management’s authorization; (4) the reporting of assets of Fibrocell is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. (ii) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; any such controls and procedures are effective to ensure that all material information concerning (ii)Fibrocell is made known on a timely basis to those individuals responsible for the preparation of any filings that may be required to be made by Intrexon with the SEC and other public disclosure documents. (g) Fibrocell shall promptly prepare and furnish to Intrexon any information, whether written or oral, requested by Intrexon that is reasonably necessary for purposes of Intrexon’s ongoing compliance with applicable law.

Reporting Compliance. During the Term, in the event that Intrexon notifies Fibrocell Soligenix that Intrexon has reasonably concluded, after consultation with its outside advisors, that Intrexon will have to consolidate FibrocellSoligenix’s financial statements with its own, for so long as Intrexon reasonably believes that such consolidation is necessary, Fibrocell Soligenix shall used best efforts to comply with the following additional obligations: (a) Fibrocell Soligenix shall maintain at its principal place of business or, upon notice to Intrexon, at such other place as Fibrocell Soligenix shall determine: (i) a copy of FibrocellSoligenix’s certificate of incorporation or organizational document and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed;; Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (ii) a copy of this Agreement; (iii) a copy of FibrocellSoligenix’s federal, state, and local income tax returns and reports, if any; and (iv) minutes of meetings of FibrocellSoligenix’s board of directors and shareholders or actions by written consent in lieu thereof, redacted as necessary by Fibrocell Soligenix to exclude any sensitive or confidential information that Intrexon, by operation of law or contractual stipulation, is not permitted to receive. (b) Fibrocell Soligenix shall keep its books and records consistent with US GAAP. (c) Intrexon at its own expense and upon reasonable notice, may examine any information it may reasonably request (including, to the extent Fibrocell Soligenix has the right to provide such, the work papers of FibrocellSoligenix’s internal and independent auditors) and make copies of and abstracts from the financial and operating records and books of account of FibrocellSoligenix, and discuss the affairs, finances and accounts of Fibrocell Soligenix with Fibrocell Soligenix and independent auditors of FibrocellSoligenix, all at such reasonable times and as often as Intrexon or any agents or representatives of Intrexon may reasonably request. The rights granted pursuant to this Section 4.10(c) are expressly subject to compliance by Intrexon with the safety, security and confidentiality procedures and guidelines of FibrocellSoligenix, as such procedures and guidelines may be established from time to time. (d) As soon as available but no later than ninety (90) days after the end of each fiscal year, Fibrocell Soligenix shall cause to be prepared and Intrexon to be furnished with an audited balance sheet as of the last day of such fiscal year and an audited income statement, a statement of stockholders’ equity and statement of cash flows for Fibrocell Soligenix for such fiscal year and notes associated with each, in each case prepared in accordance with US GAAP, together with a report of FibrocellSoligenix’s independent auditor that such statements have been prepared in accordance with US GAAP and present fairly, in all material respects, the financial position, results of operations and cash flows of FibrocellSoligenix. (e) As soon as available but no later than forty five (45) days after the end of each calendar quarter, Soligenix shall furnish the following to Intrexon an unaudited balance sheet as of the last day of such period, and an unaudited income statement, a statement of cash flows and a statement of stockholders’ equity for Soligenix for such period, in each case prepared in accordance with US GAAP. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (e) As soon as available but no later than forty five (45) days after the end of each calendar quarter, Fibrocell shall furnish the following to Intrexon an unaudited balance sheet as of the last day of such period, and an unaudited income statement, a statement of cash flows and a statement of stockholders’ equity for Fibrocell for such period, in each case prepared in accordance with US GAAP. (f) As requested by Intrexon on no more than a quarterly basis, a certificate, executed by the Executive Officer of FibrocellSoligenix, certifying on behalf of Fibrocell Soligenix the following: (i) Fibrocell Soligenix maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls that provide assurance that (1) transactions are executed with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Fibrocell Soligenix and to maintain accountability for FibrocellSoligenix’s consolidated assets; (3) access to the assets of Fibrocell Soligenix is permitted only in accordance with management’s authorization; (4) the reporting of assets of Fibrocell Soligenix is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. (ii) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; any such controls and procedures are effective to ensure that all material information concerning (ii)Fibrocell ii) Soligenix is made known on a timely basis to those individuals responsible for the preparation of any filings that may be required to be made by Intrexon with the SEC and other public disclosure documents. (g) Fibrocell Soligenix shall promptly prepare and furnish to Intrexon any information, whether written or oral, requested by Intrexon that is reasonably necessary for purposes of Intrexon’s ongoing compliance with applicable law.

Reporting Compliance. During the Term, in the event that Intrexon notifies Fibrocell Synthetic that Intrexon has reasonably concluded, after consultation with its outside advisors, that Intrexon will have to consolidate FibrocellSynthetic’s financial statements with its own, for so long as Intrexon reasonably believes that such consolidation is necessary, Fibrocell Synthetic shall use its best efforts to comply with the following additional obligations: (a) Fibrocell Synthetic shall maintain at its principal place of business or, upon notice to Intrexon, at such other place as Fibrocell Synthetic shall determine: (i) a copy of FibrocellSynthetic’s certificate of incorporation or organizational document and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (ii) a copy of this Agreement; (iii) a copy of FibrocellSynthetic’s federal, state, and local income tax returns and reports, if any; and (iv) minutes of meetings of FibrocellSynthetic’s board of directors and shareholders or actions by written consent in lieu thereof, redacted as necessary by Fibrocell Synthetic to exclude any sensitive or confidential information that Intrexon, by operation of law or contractual stipulation, is not permitted to receive. (b) Fibrocell Synthetic shall use the accrual method of accounting in preparation of its annual reports and for tax purposes and shall keep its books and records accordingly, consistent with US GAAP. (c) Intrexon at its own expense and upon reasonable notice, may examine any information it may reasonably request (including, to the extent Fibrocell Synthetic has the right to provide such, the work papers of FibrocellSynthetic’s internal and independent auditors) and make copies of and Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. abstracts from the financial and operating records and books of account of FibrocellSynthetic, and discuss the affairs, finances and accounts of Fibrocell Synthetic with Fibrocell Synthetic and independent auditors of FibrocellSynthetic, all at such reasonable times and as often as Intrexon or any agents or representatives of Intrexon may reasonably request. The rights granted pursuant to this Section 4.10(c) are expressly subject to compliance by Intrexon with the safety, security and confidentiality procedures and guidelines of FibrocellSynthetic, as such procedures and guidelines may be established from time to time. (d) As soon as available but no later than ninety (90) days after the end of each fiscal year, Fibrocell Synthetic shall cause to be prepared and Intrexon to be furnished with an audited balance sheet as of the last day of such fiscal year and an audited income statement, a statement of stockholders’ equity and statement of cash flows for Fibrocell Synthetic for such fiscal year and notes associated with each, in each case prepared in accordance with US GAAP, together with a report of FibrocellSynthetic’s independent auditor that such statements have been prepared in accordance with US GAAP and present fairly, in all material respects, the financial position, results of operations and cash flows of FibrocellSynthetic. (e) As soon as available but no later than forty five (45) days after the end of each calendar quarter, Synthetic shall furnish the following to Intrexon an unaudited balance sheet as of the last day of such period, and an unaudited income statement, a statement of cash flows and a statement of stockholders’ equity for Synthetic for such period, in each case prepared in accordance with US GAAP. (f) As requested by Intrexon on no more than a quarterly basis, a certificate, executed by the Executive Officer of Synthetic, certifying the following: (i) Synthetic maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls that provide assurance that (1) transactions are executed with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Synthetic and to maintain accountability for Synthetic’s consolidated assets; (3) access to the assets of Synthetic is permitted only in accordance with management’s authorization; (4) the reporting of assets of Synthetic is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. (ii) Synthetic maintains disclosure controls and procedures to the extent such would be required of a publicly registered company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; any such controls and procedures are effective to ensure that all material information concerning Synthetic is made known on a timely basis to those individuals responsible for the preparation of any filings that may be required to be made by Intrexon with the SEC and other public disclosure documents. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (e) As soon as available but no later than forty five (45) days after the end of each calendar quarter, Fibrocell shall furnish the following to Intrexon an unaudited balance sheet as of the last day of such period, and an unaudited income statement, a statement of cash flows and a statement of stockholders’ equity for Fibrocell for such period, in each case prepared in accordance with US GAAP. (f) As requested by Intrexon on no more than a quarterly basis, a certificate, executed by the Executive Officer of Fibrocell, certifying on behalf of Fibrocell the following: (i) Fibrocell maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls that provide assurance that (1) transactions are executed with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Fibrocell and to maintain accountability for Fibrocell’s consolidated assets; (3) access to the assets of Fibrocell is permitted only in accordance with management’s authorization; (4) the reporting of assets of Fibrocell is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. (ii) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; any such controls and procedures are effective to ensure that all material information concerning (ii)Fibrocell is made known on a timely basis to those individuals responsible for the preparation of any filings that may be required to be made by Intrexon with the SEC and other public disclosure documents. (g) Fibrocell Synthetic shall promptly prepare and furnish to Intrexon any information, whether written or oral, requested by Intrexon that is reasonably necessary for purposes of Intrexon’s ongoing compliance with applicable law.

Reporting Compliance. During the Term, in the event that Intrexon notifies Fibrocell Genopaver that Intrexon has reasonably concluded, after consultation with its outside advisors, that Intrexon will have to consolidate FibrocellGenopaver’s financial statements with its own, for so long as Intrexon reasonably believes that such consolidation is necessary, Fibrocell Genopaver shall comply with the following additional obligations: (a) Fibrocell Genopaver shall maintain at its principal place of business or, upon notice to Intrexon, at such other place as Fibrocell Genopaver shall determine: (i) a copy of FibrocellGenopaver’s certificate of incorporation or organizational document and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (ii) a copy of this Agreement; (iii) a copy of FibrocellGenopaver’s federal, state, and local income tax returns and reports, if any; and (iv) minutes of meetings of FibrocellGenopaver’s board of directors and shareholders or actions by written consent in lieu thereof, redacted as necessary by Fibrocell Genopaver to exclude any sensitive or confidential information that Intrexon, by operation of law or contractual stipulation, is not permitted to receive. (b) Fibrocell Genopaver shall keep its books and records consistent with US GAAP. (c) Intrexon at its own expense and upon reasonable notice, may examine any information it may reasonably request (including, to the extent Fibrocell Genopaver has the right to provide such, the work papers of FibrocellGenopaver’s internal and independent auditors) and make copies of and abstracts from the financial and operating records and books of account of FibrocellGenopaver, and discuss the affairs, finances and accounts of Fibrocell Genopaver with Fibrocell Genopaver and independent auditors of FibrocellGenopaver, all at such reasonable times and as often as Intrexon or any agents or representatives of Intrexon may reasonably request. The rights granted pursuant to this Section 4.10(c4.8(c) are expressly subject to compliance by Intrexon with the safety, security and confidentiality procedures and guidelines of FibrocellGenopaver, as such procedures and guidelines may be established from time to time. (d) As soon as available but no later than ninety (90) days after the end of each fiscal year, Fibrocell shall cause to be prepared and Intrexon to be furnished with an audited balance sheet as of the last day of such fiscal year and an audited income statement, a statement of stockholders’ equity and statement of cash flows for Fibrocell for such fiscal year and notes associated with each, in each case prepared in accordance with US GAAP, together with a report of Fibrocell’s independent auditor that such statements have been prepared in accordance with US GAAP and present fairly, in all material respects, the financial position, results of operations and cash flows of Fibrocell. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. each fiscal year, Genopaver shall cause to be prepared and Intrexon to be furnished with an audited balance sheet as of the last day of such fiscal year and an audited income statement, a statement of stockholders’ equity and statement of cash flows for Genopaver for such fiscal year and notes associated with each, in each case prepared in accordance with US GAAP, together with a report of Genopaver’s independent auditor that such statements have been prepared in accordance with US GAAP and present fairly, in all material respects, the financial position, results of operations and cash flows of Genopaver. (e) As soon as available but no later than forty five (45) days after the end of each calendar quarter, Fibrocell Genopaver shall furnish the following to Intrexon an unaudited balance sheet as of the last day of such period, and an unaudited income statement, a statement of cash flows and a statement of stockholders’ equity for Fibrocell Genopaver for such period, in each case prepared in accordance with US GAAP. (f) As requested by Intrexon on no more than a quarterly basis, a certificate, executed by the Executive Officer of FibrocellGenopaver, certifying on behalf of Fibrocell Genopaver the following: (i) Fibrocell Genopaver maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls that provide assurance that (1) transactions are executed with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Fibrocell Genopaver and to maintain accountability for FibrocellGenopaver’s consolidated assets; (3) access to the assets of Fibrocell Genopaver is permitted only in accordance with management’s authorization; (4) the reporting of assets of Fibrocell Genopaver is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. (ii) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; any such controls and procedures are effective to ensure that all material information concerning (ii)Fibrocell ii) Genopaver is made known on a timely basis to those individuals responsible for the preparation of any filings that may be required to be made by Intrexon with the SEC and other public disclosure documents. (g) Fibrocell Genopaver shall promptly prepare and furnish to Intrexon any information, whether written or oral, requested by Intrexon that is reasonably necessary for purposes of Intrexon’s ongoing compliance with applicable law.

Reporting Compliance. During the Term, in the event that Intrexon notifies Fibrocell that Intrexon has reasonably concluded, after consultation with its outside advisors, that Intrexon will have to consolidate Fibrocell’s financial statements with its own, for so long as Intrexon reasonably believes that such consolidation is necessary, Fibrocell shall comply with the following additional obligations: (a) Fibrocell shall maintain at its principal place of business or, upon notice to Intrexon, at such other place as Fibrocell shall determine: (i) a copy of Fibrocell’s certificate of incorporation or organizational document and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed;; Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (ii) a copy of this Agreement; (iii) a copy of Fibrocell’s federal, state, and local income tax returns and reports, if any; and (iv) minutes of meetings of Fibrocell’s board of directors and shareholders or actions by written consent in lieu thereof, redacted as necessary by Fibrocell to exclude any sensitive or confidential information that Intrexon, by operation of law or contractual stipulation, is not permitted to receive. (b) Fibrocell shall keep its books and records consistent with US GAAP. (c) Intrexon at its own expense and upon reasonable notice, may examine any information it may reasonably request (including, to the extent Fibrocell has the right to provide such, the work papers of Fibrocell’s internal and independent auditors) and make copies of and abstracts from the financial and operating records and books of account of Fibrocell, and discuss the affairs, finances and accounts of Fibrocell with Fibrocell and independent auditors of Fibrocell, all at such reasonable times and as often as Intrexon or any agents or representatives of Intrexon may reasonably request. The rights granted pursuant to this Section 4.10(c) are expressly subject to compliance by Intrexon with the safety, security and confidentiality procedures and guidelines of Fibrocell, as such procedures and guidelines may be established from time to time. (d) As soon as available but no later than ninety (90) days after the end of each fiscal year, Fibrocell shall cause to be prepared and Intrexon to be furnished with an audited balance sheet as of the last day of such fiscal year and an audited income statement, a statement of stockholders’ equity and statement of cash flows for Fibrocell for such fiscal year and notes associated with each, in each case prepared in accordance with US GAAP, together with a report of Fibrocell’s independent auditor that such statements have been prepared in accordance with US GAAP and present fairly, in all material respects, the financial position, results of operations and cash flows of Fibrocell. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (e) As soon as available but no later than forty five (45) days after the end of each calendar quarter, Fibrocell shall furnish the following to Intrexon an unaudited balance sheet as of the last day of such period, and an unaudited income statement, a statement of cash flows and a statement of stockholders’ equity for Fibrocell for such period, in each case prepared in accordance with US GAAP. (f) As requested by Intrexon on no more than a quarterly basis, a certificate, executed by the Executive Officer of Fibrocell, certifying on behalf of Fibrocell the following: (i) Fibrocell maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls that provide assurance that (1) transactions are executed with management’s authorization; (2) transactions Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. are recorded as necessary to permit preparation of the consolidated financial statements of Fibrocell and to maintain accountability for Fibrocell’s consolidated assets; (3) access to the assets of Fibrocell is permitted only in accordance with management’s authorization; (4) the reporting of assets of Fibrocell is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. (ii) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; any such controls and procedures are effective to ensure that all material information concerning (ii)Fibrocell is made known on a timely basis to those individuals responsible for the preparation of any filings that may be required to be made by Intrexon with the SEC and other public disclosure documents. (g) Fibrocell shall promptly prepare and furnish to Intrexon any information, whether written or oral, requested by Intrexon that is reasonably necessary for purposes of Intrexon’s ongoing compliance with applicable law.

Reporting Compliance. During the Term, in the event that Intrexon notifies Fibrocell Soligenix that Intrexon has reasonably concluded, after consultation with its outside advisors, that Intrexon will have to consolidate FibrocellSoligenix’s financial statements with its own, for so long as Intrexon reasonably believes that such consolidation is necessary, Fibrocell Soligenix shall used best efforts to comply with the following additional obligations: (a) Fibrocell Soligenix shall maintain at its principal place of business or, upon notice to Intrexon, at such other place as Fibrocell Soligenix shall determine: (i) a copy of FibrocellSoligenix’s certificate of incorporation or organizational document and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (ii) a copy of this Agreement; (iii) a copy of FibrocellSoligenix’s federal, state, and local income tax returns and reports, if any; and (iv) minutes of meetings of FibrocellSoligenix’s board of directors and shareholders or actions by written consent in lieu thereof, redacted as necessary by Fibrocell Soligenix to exclude any sensitive or confidential information that Intrexon, by operation of law or contractual stipulation, is not permitted to receive. (b) Fibrocell Soligenix shall keep its books and records consistent with US GAAP. (c) Intrexon at its own expense and upon reasonable notice, may examine any information it may reasonably request (including, to the extent Fibrocell Soligenix has the right to provide such, the work papers of FibrocellSoligenix’s internal and independent auditors) and make copies of and abstracts from the financial and operating records and books of account of FibrocellSoligenix, and discuss the affairs, finances and accounts of Fibrocell Soligenix with Fibrocell Soligenix and independent auditors of FibrocellSoligenix, all at such reasonable times and as often as Intrexon or any agents or representatives of Intrexon may reasonably request. The rights granted pursuant to this Section 4.10(c) are expressly subject to compliance by Intrexon with the safety, security and confidentiality procedures and guidelines of FibrocellSoligenix, as such procedures and guidelines may be established from time to time. (d) As soon as available but no later than ninety (90) days after the end of each fiscal year, Fibrocell Soligenix shall cause to be prepared and Intrexon to be furnished with an audited balance sheet as of the last day of such fiscal year and an audited income statement, a statement of stockholders’ equity and statement of cash flows for Fibrocell Soligenix for such fiscal year and notes associated with each, in each case prepared in accordance with US GAAP, together with a report of FibrocellSoligenix’s independent auditor that such statements have been prepared in accordance with US GAAP and present fairly, in all material respects, the financial position, results of operations and cash flows of FibrocellSoligenix. (e) As soon as available but no later than forty five (45) days after the end of each calendar quarter, Soligenix shall furnish the following to Intrexon an unaudited balance sheet as of the last day of such period, and an unaudited income statement, a statement of cash flows and a statement of stockholders’ equity for Soligenix for such period, in each case prepared in accordance with US GAAP. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (e) As soon as available but no later than forty five (45) days after the end of each calendar quarter, Fibrocell shall furnish the following to Intrexon an unaudited balance sheet as of the last day of such period, and an unaudited income statement, a statement of cash flows and a statement of stockholders’ equity for Fibrocell for such period, in each case prepared in accordance with US GAAP. (f) As requested by Intrexon on no more than a quarterly basis, a certificate, executed by the Executive Officer of FibrocellSoligenix, certifying on behalf of Fibrocell Soligenix the following: (i) Fibrocell Soligenix maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls that provide assurance that (1) transactions are executed with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Fibrocell Soligenix and to maintain accountability for FibrocellSoligenix’s consolidated assets; (3) access to the assets of Fibrocell Soligenix is permitted only in accordance with management’s authorization; (4) the reporting of assets of Fibrocell Soligenix is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. (ii) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; any such controls and procedures are effective to ensure that all material information concerning (ii)Fibrocell ii) Soligenix is made known on a timely basis to those individuals responsible for the preparation of any filings that may be required to be made by Intrexon with the SEC and other public disclosure documents. (g) Fibrocell Soligenix shall promptly prepare and furnish to Intrexon any information, whether written or oral, requested by Intrexon that is reasonably necessary for purposes of Intrexon’s ongoing compliance with applicable law.

Reporting Compliance. During the TermTerm of the Channel Agreement (as defined in the Channel Agreement), in the event that Intrexon notifies Fibrocell the Company that Intrexon has reasonably concluded, after consultation with its outside advisors, that Intrexon will have to consolidate Fibrocellthe Company’s financial statements with its own, for so long as Intrexon reasonably believes that such consolidation is necessary, Fibrocell the Company shall comply with the following additional obligations: (a) Fibrocell The Company shall maintain at its principal place of business or, upon notice to Intrexon, at such other place as Fibrocell the Company shall determine: (i) a copy of Fibrocellthe Company’s certificate of incorporation or organizational document and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (ii) a copy of this Agreement; (iii) a copy of Fibrocellthe Company’s federal, state, and local income tax returns and reports, if any; and (iv) minutes of meetings of Fibrocellthe Company’s board of directors and shareholders or actions by written consent in lieu thereof, redacted as necessary by Fibrocell the Company to exclude any sensitive or confidential information that Intrexon, by operation of law or contractual stipulation, is not permitted to receive. (b) Fibrocell The Company shall keep its books and records consistent with US GAAP. (c) Intrexon at its own expense and upon reasonable notice, may examine any information it may reasonably request (including, to the extent Fibrocell the Company has the right to provide such, the work papers of Fibrocellthe Company’s internal and independent auditors) and make copies of and abstracts from the financial and operating records and books of account of Fibrocellthe Company, and discuss the affairs, finances and accounts of Fibrocell the Company with Fibrocell the Company and independent auditors of Fibrocellthe Company, all at such reasonable times and as often as Intrexon or any agents or representatives of Intrexon may reasonably request. The rights granted pursuant to this Section 4.10(c7.7(c) are expressly subject to compliance by Intrexon with the safety, security and confidentiality procedures and guidelines of Fibrocellthe Company, as such procedures and guidelines may be established from time to time. (d) As soon as available but no later than ninety (90) days after the end of each fiscal year, Fibrocell the Company shall cause to be prepared and Intrexon to be furnished with an audited balance sheet as of the last day of such fiscal year and an audited income statement, a statement of stockholders’ equity and statement of cash flows for Fibrocell the Company for such fiscal year and notes associated with each, in each case prepared in accordance with US GAAP, together with a report of Fibrocellthe Company’s independent auditor that such statements have been prepared in accordance with US GAAP and present fairly, in all material respects, the financial position, results of operations and cash flows of Fibrocell. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange CommissionCompany. (e) As soon as available but no later than forty five (45) days after the end of each calendar quarter, Fibrocell the Company shall furnish the following to Intrexon an unaudited balance sheet as of the last day of such period, and an unaudited income statement, a statement of cash flows and a statement of stockholders’ equity for Fibrocell the Company for such period, in each case prepared in accordance with US GAAP. (f) As requested by Intrexon on no more than a quarterly basis, the Company shall deliver a certificate, executed by the Executive Officer of Fibrocellthe Company, certifying on behalf of Fibrocell the Company the following: (i) Fibrocell : The Company maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls that provide assurance that (1) transactions are executed with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Fibrocell the Company and to maintain accountability for Fibrocellthe Company’s consolidated assets; (3) access to the assets of Fibrocell the Company is permitted only in accordance with management’s authorization; (4) the reporting of assets of Fibrocell the Company is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. (ii) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; any such controls and procedures are effective to ensure that all material information concerning (ii)Fibrocell is made known on a timely basis to those individuals responsible for the preparation of any filings that may be required to be made by Intrexon with the SEC and other public disclosure documents. (g) Fibrocell The Company shall promptly prepare and furnish to Intrexon any information, whether written or oral, requested by Intrexon that is reasonably necessary for purposes of Intrexon’s ongoing compliance with applicable law (h) From the time that the Company becomes a reporting company subject to the Securities Exchange Act of 1934, the Company may satisfy the requirements under subsections (a)(i), (a)(ii), (d), (e) and (f) of this Section 7.7 by filing its quarterly and annual reports with the Securities and Exchange Commission.