0000950159-11-000153 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 1st, 2011 • Tengion Inc • Biological products, (no disgnostic substances)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March __, 2011, by and among Tengion, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 1st, 2011 • Tengion Inc • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2011, by and among Tengion, Inc. a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

RIGHT OF FIRST REFUSAL AND RIGHT OF FIRST NEGOTIATION AGREEMENT
Right of First • March 1st, 2011 • Tengion Inc • Biological products, (no disgnostic substances) • Delaware

This Right of First Refusal and Right of First Negotiation Agreement (this “Agreement”), dated March 1, 2011, is made by and among Tengion, Inc., a Delaware corporation, with a principal address at 2900 Potshop Lane, Suite 100, East Norriton, Pennsylvania (“Tengion”) and Medtronic, Inc., a Minnesota corporation with a principal address at 710 Medtronic Parkway NE, Minneapolis, Minnesota 55432-5604 (“Medtronic” and together with Tengion, collectively, the “Parties”).

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