Fibrocell Science (FCSC) 8-K Entry into a Material Definitive Agreement

Fibrocell Corporate Presentation

January 2014

Exhibit 99.2

2

Forward Looking Statement

This

presentation

includes

statements

that

are

“forward-looking

statements.”

Forward-looking

statements

include, without limitation, our ability (i) to timely enroll, commence and successfully complete our clinical

programs, (ii) to successfully genetically modify the fibroblast

cell to treat patients who have collagen

deficient diseases, (iii) to successfully and cost-effectively leverage our collaboration with Intrexon

Corporation to develop new product candidates, (iv) to successfully leverage our relationships with UCLA

and MIT to develop new applications, and (v) to adopt technologies that will dramatically reduce

manufacturing time, complexity, and labor costs for our cell therapies. While management has based any

forward-looking statements contained in the presentation on its current expectations, the information on

which such expectations were based may change. These forward-looking statements rely on a number of

assumptions

concerning

future

events

and

are

subject

to

a

number

of

risks,

uncertainties,

and

other

factors,

many of which are outside of Fibrocell Science’s control, that could cause actual results to materially differ

from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to,

those set forth under the caption “Item 1A. Risk Factors”

in Fibrocell Science’s most recent Form 10-K filing,

as updated in “Item 1A. Risk Factors”

in Fibrocell Science’s most recent Form 10-Q filing. In addition,

Fibrocell Science operates in a highly competitive and rapidly changing environment, and new risks may

arise. Accordingly, you should not place any reliance on forward-looking statements as a prediction of actual

results. Fibrocell Science disclaims any intention to, and undertakes no obligation to, update or revise any

forward-looking statement. You are also urged to carefully review and consider the various disclosures in

Fibrocell Science’s most recent annual report on Form 10-K, our most recent Form 10-Q as well as other

public filings with the SEC since the filing of Fibrocell Science’s most recent annual report.

•

NYSE MKT: FCSC

•

Market Cap: ~$190 million as of 1/9/2014

•

Ownership: ~70% institutional, significant investment by Randal J. Kirk affiliates

•

HQ facility: Exton, PA

•

~60 employees

•

Management Team

–

development, manufacturing and commercial experience

David Pernock, Chairman of the Board, President & CEO

–

Previously SVP at GlaxoSmithKline

Greg Weaver, CFO

–

Previously CFO at Celsion, Poniard, Sirna, ILEX, Nastech, Talyst

Robert Sheroff , VP of Technical Operations

–

Previously SVP at Biogen Idec, VP at J&J, Centocor, Warner Lambert

John Maslowski, VP of Scientific Affairs

–

Previously at Wyeth Pharmaceuticals

Laura Campbell, VP of HR & Business Process

–

Previously at GlaxoSmithKline

Corporate Profile

3

Investment Highlights

•

2 clinical stage development sBLA programs: azficel-T to treat

restrictive burn scarring and vocal cord scarring

–

Based on proprietary, autologous fibroblast platform technology

–

Phase II top-line results anticipated Q1 2015

•

Strategic collaboration with Intrexon Corporation (NYSE: XON)

–

Focused on genetically-modified autologous fibroblast cells

–

Multiple orphan skin and connective tissue disease indications in late stage pre-

clinical

•

Strong IP on proprietary technology platform and manufacturing

process issued through 2031

•

Approved BLA for azficel-T means sBLA’s for follow-on indications

–

Proof of concept and FDA validation

–

Demonstrated ability to manufacture autologous therapy across product candidates

•

~$64 million cash position as of October 2013 with no debt

4

•

Most common cells in

connective tissue, which

produce collagen and

extracellular matrix proteins

•

Ideal delivery vehicle to

treat skin and connective

tissue diseases locally, not

systemically, with

genetically modified

fibroblast cells

Autologous Fibroblast Cells

5

Fibrocell Leadership:

Proprietary technology to address unmet needs

•

The scientific leader in autologous fibroblasts, the most common

cells in connective tissue

•

Ideal to deliver genes to a localized area

•

Autologous cells eliminate risk of patient rejection

•

Unique expertise in collection and cultivation of fibroblasts

•

Proprietary autologous fibroblast cell technology used to create

personalized biologics derived from a patient’s own cells to treat

rare and serious skin and connective tissue diseases

•

Fibroblast therapeutics offer significant promise to treat

diseases with limited or no options

•

Unmet

medical

needs

in

well

defined

patient

populations

–

Restrictive Burn Scarring & Vocal Cord Scarring

•

Orphan

indications

with

streamlined

path

to

approval

–

genetically

modified autologous fibroblast therapies offer advantages: no

lentivirus transfection, no systemic drug delivery

6

Strategic Focus: Leveraging the Potential

of Our Autologous Fibroblast Platform

•

Restrictive Burn Scarring

•

Vocal Cord Scarring

•

Recessive Dystrophic

Epidermolysis Bullosa (RDEB)

•

Morphea Scleroderma

•

Cutaneous Eosinophilic Fasciitis

7

NEW ECC: Tenascin-X Deficiency

•

NEW ECC with Intrexon signed January 10, 2014

•

Tenascin-X is an extracellular matrix glycoprotein found in loose

connective tissue

•

Believed that tenascin-X helps determine how collagen fibrils are

deposited in the extracellular matrix of joints, organs, and skin,

regulating the structure and stability of elastic fibers

•

Mutation in the gene reduces the level of tenascin-X, leading to

disorganization of these connective fibers in skin, ligaments and

tendons

•

The fibroblast serves the role as being the delivery mechanism

delivering the gene(s), which potentially correct the diseased gene

conditions, to the localized target area, a novel approach.

8

Indication

2H2013

1H2014

2H2014

1H2015

2H2015

1H2016

2H2016

RBS (azficel-T)

VCS (azficel-T)

RDEB –

Orphan

Morphea –

Orphan 

(Linear Scleroderma)

Cutaneous

Eosinophilic Fasciitis

–

Orphan

Tenascin-X –

Orphan

GM BMP2  (Potential

Major Partnership)

Phase II Primary Endpoint

Phase II Primary Endpoint

Product Optimization and PoC Studies; Pre-Clinical

Phase III

Phase III

BLA

Phase I

Phase I

Phase II/III

9

Phase I

Product Optimization and PoC Studies/Pre-Clinical

Product Optimization and PoC Studies/Pre-Clinical

Product Optimization and PoC Studies/Pre-Clinical

Development Pipeline

PoC Studies/Pre-Clinical/Funded by CIRM Grants

Phase I

BLA

10

Azficel-T Label Extension Opportunities

Importance of BLA for azficel-T

•

Label Expansion –

higher value opportunities near term

–

Not starting from scratch

•

2 clinical stage development programs

–

Phase II Restrictive Burn Scarring

–

Phase II Vocal Cord Scarring

•

Demonstrated ability to manufacture autologous therapy across

product candidates

•

BLA approved

11

12

Scarring: azficel-T Label Extensions

Fibrocell Scarring Pipeline:

Addressable Market Opportunity

•

Restrictive Burn Scarring (U.S. only)

-

40,000 hospitalized burn victims in 2012

(1)

-

Total excludes military burn injuries

-

Addressable Patient Population:

-

25% treated

(2)

-

Pool of patients available includes

previous 3 years

-

Current treatment options include

surgery, physical therapy

(1)

American Burn Association http://www.ameriburn.org/

(2)

Fibrocell internal estimates

(3)

Fibrocell estimates based on current pricing and estimated average volumes of azficel-T used to treat patients with these conditions; prices are subject to change and variation

(4)

Cohen, (2010); Dailey et al. (2007); Roy et al. (2005); Poels et

al. (2003); Koufman and Isaacson (1991); Painter (1990); Bouchayer et al. (1985); Laguaite (1972)

(5)

Acne Resource Center. www.acne-resource.org

•

Vocal Cord Scarring (U.S. only)

-

200,000-700,000 patients with VCS

(4)

-

Current treatment options limited to surgery

and voice therapy

Restrictive Burn Scarring Overview

13

(1)

www.ameriburn.org;  Goodis. J and E.d. Schraga. Burns, thermal.  eMedicine Journal

(2)

American Burn Association. National Burn Repository®. 2012 Report. Dataset Version 8.0. Data collected from reporting burn facilities over a ten year 

period (Jan 2002 –

Jan 2011). Patient total: 140,009.

•

Opportunity is to treat mobility limitations created by burn scar

tissue

•

Typically at the shoulder, elbow, wrist, knee

•

No FDA approved therapeutics, unmet medical need is significant

•

Current therapies include surgery option

•

40,000 or more yearly hospitalizations for severe burns

(1)

•

Focused market opportunity: 60% of cases treated at 127 U.S.

burn centers

•

Extent of burn injury: 90% of burn patients experience burns on

< 20% of TBSA

(2)

Pre-Treatment

12 Mo Post-Treatment

•

Full range-clench

14 Mo Post-Treatment

•

Fine finger movement

Six Months Post Treatment

(2)

:

•

Full range of neck rotation, and pain free

���

Patient has stopped all analgesics

•

Discarded cervical collar

(1)

(1)

Inglefield,

C.

BSc,

FRCS(Plast).

An

Open-label

Case

Experience

with

Autologous

Fibroblast

Therapy

(AT)

in

the

Management

of

Burn

Scars,

Poster Presented at AAD Jan 2008.

(2)

Case Study Photographs, Courtesy of Chris Inglefield.

Restrictive Burn Scarring

Results from Open-Label Case Studies

14

Before                   After

•

Double-blind, randomized, placebo-controlled, 21 subjects (up to 30)

•

Subjects inclusion criteria:

–

Unilateral restrictive burn scars of a jointed area

–

20-60% restriction in normal range of motion

•

FDA Agreed-upon Validated Measurement Scales:

–

Range of Motion Measurement

1

–

Brief Pain Index (BPI)

2

–

Scar Appearance –

Vancouver Scar Scale

3

•

7 trial sites initiated and patient screening began in 2013

•

First patient on study Q1 2014

•

Top-line results expected Q1 2015

1.

Standard ROM measuring techniques (Parry, et al 2010)

2.

Brief Pain Inventory (BPI) numerical scale (0 to 10) (Cleeland and Ryan 1994; Tan, et al 2004).

3.

Vancouver Scar Scale (Baryza and Baryza 1995; Nedelec, et al 2000)

Restrictive Burn Scarring Phase II

15

•

Positive

pilot

study

results

published

in

peer-reviewed

journal

The

Laryngoscope,

2011

(1)

–

Azficel-T well-tolerated when injected into vocal folds; n=5

–

Improvements lasted up to one year

–

Findings supported by mucosal wave grade, voice handicap index, and voice

quality questionnaire

(1)

Chhetri, Dinesh, Injection of Cultured Autologous Fibroblasts for Human Vocal Fold Scars. The Laryngoscope 121(4) : 785-792, 2011.

Vocal Cord Scarring Overview

16

•

No FDA approved therapeutics

•

Most commonly encountered finding

is loss of voice

–

Due to surgery, radiation therapy, vocal

cord trauma and idiopathic causes

–

200,000-700,000 current prevalence;

treatment options include surgery, voice

therapy

•

Trial initiated 2H 2013

•

Double-blind, randomized, placebo-controlled, 20 subjects (up to 30)

•

4 month efficacy endpoint: Top-line data expected Q1 2015

•

Subject inclusion criteria:

–

Presence of unilateral or bilateral vocal fold scarring or age-related dysphonia

–

Failed other voice treatments including, but not limited to, anti-reflux regimen,

speech therapy, or vocal fold injection augmentation

–

Feels their voice quality is a major handicap

•

FDA Agreed-upon Validated Study Endpoints:

–

Absolute change from baseline in mucosal wave grade using videostroboscopy

–

Absolute and % change from baseline in the Voice Handicap Index (VHI)

1

Vocal Cord Scarring Phase II

17

1.

Jacobson BH, Johnson A, Grywalski A et al.  The Voice Handicap Index: Development and validation. J Voice 1998;12:540-50.

2.

Karnell MP, Melton SD, Childes JM et al.  Reliability of clinician-based (GRBAS and CAPE-V) and patient-based (V-RQOL and IPVI) documentation of voice disorders.  J Voice 2007;21:576-90

.

Intrexon Collaboration

Incorporating Intrexon’s Synthetic Biology           

to Expand Fibrocell’s Fibroblast Platform

18

The Power of the Intrexon Collaboration

Autologous Fibroblast Expertise

Synthetic Biology Platform

19

•

Multiple orphan disease indications

•

Genetically-Modified (GM) autologous fibroblasts with therapeutic gene(s) of

interest for the localized treatment of skin and connective tissue diseases (non-

systemic),

addressing

the

underlying

cause

of

these

diseases

and

providing

relief

of

symptoms

•

Advantages

-

Targeting

therapeutic

at

lesion

site

–

a

more

responsive

approach

-

Reduce rejection concern; provide more controlled delivery

-

Non-integrating plasmids may reduce safety issues

Intrexon Collaboration Highlights

20

Intrexon RheoSwitch Therapeutic

System®: Key for Autoimmune Diseases

Intrexon Corp. proprietary on/off biologic switch, incorporated into an UltraVector®

designed vector

Three-component transcriptional regulator that provides inducible gene

expression

Maintains gene program in inactive state until patient takes a pill or topically applies

a compound containing a small molecule ligand

Ability to not only express proteins/enzymes, but also ability to control level and

timing of expression

Demonstrated highly controllable expression both in vivo

and ex vivo

©

2013 Intrexon Corp.  All rights reserved.

21

Orphan Skin Diseases:

Large Unmet Market Opportunities

•

Recessive Dystrophic

Epidermolysis Bullosa

(RDEB)

•

$560 million-$2.2 billion:

(5,6,7,8)

•

Morphea Scleroderma

•

$300-$350 million:

(3,4)

•

Cutaneous Eosinophilic

Fasciitis

•

$120-$140 million:

(1,2)

22

References –

See Appendix on Slide 28

•

RDEB characterized primarily by the

formation of blisters over widespread

areas of the body, resulting from a

mutation in the COL7A1 gene which

encodes for type VII collagen –

the

main component of connective and

fibrous tissues

•

A genetically-modified (GM)

fibroblast upregulated to produce

Collagen VII in a controlled manner

for localized treatment

•

Autologous dermal fibroblast

transfected with a non-integrating

plasmid vector containing the gene

for COL7A1

RDEB: Unique Approach to Localized

Treatment of Rare Skin Disease

23

Localized treatment using the autologous

fibroblast as delivery vehicle for multiple gene

targets -

Reducing the underlying cause plus

providing symptom relief on the skin’s surface

Autoimmune Skin Diseases –

Localized Treatment

24

•

Rare and serious orphan autoimmune diseases that

manifest on the skin

–

Morphea Scleroderma

•

Underlying cause is accumulation of collagen

–

Cutaneous Eosinophilic Fasciitis

•

Underlying cause of inflammation is accumulation of

eosinophils

•

Treatment localized to the affected site is preferred

for patient so not to impact the immune system as a

whole, creating new health issues

•

Proposed drug candidates:

–

Genetically-modified fibroblast using vector designed

with a gene controlled by Intrexon’s RheoSwitch

Therapeutic System®

(RTS®) Technology

–

Topical activator directed at target site allows for

localized vs. systemic treatment

Financials

25

•

Cash position ~$64 million following October 2013 financing

•

$50.5 million gross proceeds from underwritten offering

-

Led by Barclays, co-managers Wedbush and Griffin

•

Quarterly average use of cash:  $6-7 million

•

39.8 million shares outstanding

-

6.0 million warrants o/s; 1.3 million options o/s

•

Clean capital structure

•

Analyst research: Ying Huang-Barclays; Greg Wade-Wedbush; Keith

Markey-Griffin

Financial Information

26

2014 Key Milestones

27

Milestone

Timing

Restrictive Burn Scarring

•

Phase II Enrollment Complete

Q2 2014

Vocal Cord Scarring

•

Phase II Enrollment Complete

Q2 2014

RDEB

•

Proof of Concept & IND Completed

End of 2014

Key Publications:

•

BMP2

•

Genomic Stability

•

Skin-Derived Mesenchymal Skin Cells

2H 2014

Apply for Orphan Drug Status for up to 5

separate disease indications

2H 2014

Milestone

Timing

Restrictive Burn Scarring

•

Phase II Top-line Results

Q1 2015

Vocal Cord Scarring

•

Phase II Top-line Results

Q1 2015

RDEB

•

Phase I

1H 2015

Restrictive Burn Scarring

•

Phase II Complete

1H 2015

Vocal Cord Scarring

•

Phase II Complete

1H 2015

Morphea/Linear Scleroderma

•

Proof of Concept & IND Completed

2H 2015

Cutaneous Eosinophilic Fasciitis

•

Proof of Concept & IND Completed

2H 2015

2015 Key Milestones

28

Key Scientific & Clinical Advisors

29

Institution

Focus

Dr. Robert Langer

MIT, David Koch Institute Professor; Harvard-MIT Division of

Health Sciences & Technology, Faculty

Chief Scientific Advisor

Dr. Dinish Chhetri

UCLA, Associate Professor, Department of Head and Neck

Surgery; UCLA School of Medicine

Vocal Cord Scarring

Dr. Dan Lozano

Lehigh Valley (PA) Health Network, Chief, Department of

Surgery-Division of Burn; Surgical Specialists of the Lehigh

Valley-Burn; Medical Director, Regional Burn Center

Restrictive Burn Scarring

Dr. Anne Lucky

Cincinnati Children’s Hospital Medical Center, Co-director of

the Epidermolysis Bullosa Center; Member of the Hemangioma

and Vascular Malformation Center

Recessive Dystrophic

Epidermolysis Bullosa (RDEB)

Dr. Dan Anderson

MIT, Associate Professor, Departments of Chemical

Engineering, Division of Health Sciences and Technology,

member of the David Koch Institute for Integrative Cancer

Research

Skin-derived Induced

Pluripotent Stem Cells (iPSCs);

Skin-derived Mesenchymal

Stem Cells (MSCs)

Dr. James Byrne

UCLA, Assistant Professor, Department of Molecular and

Medical Pharmacology and the Broad Stem Cell Research

Center

Skin-derived Induced

Pluripotent Stem Cells (iPSCs);

Skin-derived Mesenchymal

Stem Cells (MSCs)

Investment Highlights

•

2 clinical stage development sBLA programs: azficel-T to treat

restrictive burn scarring and vocal cord scarring

–

Based on proprietary, autologous fibroblast platform technology

–

Phase II top-line results anticipated Q1 2015

•

Strategic collaboration with Intrexon Corporation (NYSE: XON)

–

Focused on genetically-modified autologous fibroblast cells

–

Multiple orphan skin and connective tissue disease indications in late stage pre-

clinical

•

Strong IP on proprietary technology platform and manufacturing

process issued through 2031

•

Approved BLA for azficel-T means sBLA’s for follow-on indications

–

Proof of concept and FDA validation

–

Demonstrated ability to manufacture autologous therapy across product candidates

•

~$64 million cash position as of October 2013 with no debt

30

Appendix –References

Slide 21 –

Orphan Skin Diseases

(1)

Cutaneous eosinophilias represent a family of more than 30 different conditions ranging from eosinophilic cellulitis (Wells’

syndrome)

to eosinophilic dermatosis and eosinophilic fasciitis.  The prevalence varies based on which conditions are targeted for treatment.  It

could be as low as a few hundred patients (Wells’

syndrome and eosinophilic fasciitis) to thousands of patients (Duhring disease, which

affects 15% to 25% of celiac patients).  We chose 4,000 patients

based on the Fibrocell press release dated July 1, 2013.

(2)

Beyer et al. “Recent Trends in Systemic Psoriasis Treatment Costs”

Arch Dermatol 2010;146(1):46-54.  We assume that the cutaneous

eosinophilias indication will command a higher price than the psoriasis indication due to the need for new treatment options, the

frequency of treatment, and the severity of the condition.

(3)

Kaplan et al. “Localized Fibrosing Disorders –

Linear Scleroderma, Morphea, and Regional Fibrosis”

eMedicine

March 6, 2013.

(4)

Beyer

et

al.

“Recent

Trends

in

Systemic

Psoriasis

Treatment

Costs”

Arch

Dermatol

2010;146(1):46-54.

We

assume

that

the

morphea

indication will command a higher price than the psoriasis indication due to the need for new treatment options, the frequency of

treatment, and the severity of the condition.

(5)

Stanford School of Medicine, “Epidermolysis Bullosa Clinic Frequently Asked Questions”

Available at:

http://dermatology.stanford.edu/gsdc/eb_clinic/eb-faqs.html. Accessed July 11, 2013.

(6)

The Dystrophic Epidermolysis Bullosa Research Association of America (DEBRA), “About EB”

http://www.debra.org/abouteb. Accessed

July 11, 2013.

(7)

Herper, Matthew. “How A $440,000 Drug Is Turning Alexion Into Biotech‘s New Innovation Powerhouse.”

Forbes.

5 September 2012

(8)

The price range represents the price potential for a new therapy

for a severe ultra rare disease based on currently marketed rare

disease therapies such as Soliris®

(eculizumab -

~$400,000/year), Elaprase®

(idursulfase -

~$375,000/year), Naglazyme®

(galsulfase -

~$365,000/year), Myozyme®

(alglucosidasealfa -

~$300,000/year), and Fabrazyme®

(agalsidase beta -

~$200,000/year).

31