ContractWarrant Agreement • October 4th, 2012 • Tengion Inc • Biological products, (no disgnostic substances) • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
FACILITY AGREEMENTFacility Agreement • October 4th, 2012 • Tengion Inc • Biological products, (no disgnostic substances) • New York
FACILITY AGREEMENT (this “Agreement”), dated as of October 2, 2012, between Tengion, Inc., a Delaware corporation (the “Borrower”), and the lenders set forth on Schedule 1 attached hereto (together with the Bridge Note Holders (as defined below), the “Lenders” and, together with the Borrower, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2012 • Tengion Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 2, 2012, 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”).
SECURITY AGREEMENTSecurity Agreement • October 4th, 2012 • Tengion Inc • Biological products, (no disgnostic substances) • New York
This Security Agreement (this “Agreement”), dated as of October 2, 2012, is entered into between TENGION, Inc. (“Obligor”) in favor of the parties identified as secured parties on the signature page of this Agreement (together, the “Secured Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2012 • Tengion Inc • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2012 by and among Tengion, Inc., a Delaware corporation (the “Company”), and those persons set forth on Schedule 1 to the Facility Agreement (as defined below) (each individually, an “Investor” and together, the “Investors”).
RIGHT OF FIRST NEGOTIATION AGREEMENTRight of First Negotiation Agreement • October 4th, 2012 • Tengion Inc • Biological products, (no disgnostic substances) • Delaware
This Right of First Negotiation Agreement (this “Agreement”), dated October 2, 2012, is made by and among Tengion, Inc., a Delaware corporation, with a principal address at 3929 Westpoint Boulevard, Suite G, Winston-Salem, NC 27103 (“Tengion”) and Celgene Corporation, a Delaware corporation with a principal address at 86 Morris Avenue, Summit, New Jersey 07901 (“Celgene” and, together with Tengion, the “Parties”).
FIRST AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • October 4th, 2012 • Tengion Inc • Biological products, (no disgnostic substances) • Connecticut
This FIRST AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated October 2, 2012, effective as of September 1, 2012, is entered into by and between TENGION, INC., a Delaware corporation (“Borrower”), and HORIZON CREDIT II LLC (“Lender”), a Delaware limited liability company, as assignee of HORIZON TECHNOLOGY FINANCE CORPORATION (“HRZN”), a Delaware corporation.
TERMINATION AGREEMENTTermination Agreement • October 4th, 2012 • Tengion Inc • Biological products, (no disgnostic substances)
This Termination Agreement (this “Agreement”), dated this 2nd day of October, 2012, is by and between Tengion, Inc., a Delaware corporation (‘Tengion”) and Medtronic, Inc., a Minnesota corporation (“Medtronic” and together with Tengion, the “Parties”).
ESCROW AGREEMENTEscrow Agreement • October 4th, 2012 • Tengion Inc • Biological products, (no disgnostic substances) • Pennsylvania
ESCROW AGREEMENT, dated October 2, 2012, between the entities listed as Lender on the signature page hereof (individually, a “Lender” and together, the “Lenders”) Tengion, Inc. (the “Borrower”) and Ballard Spahr LLP, as escrow agent (the “Escrow Agent”).
JOINDER AGREEMENTJoinder Agreement • October 4th, 2012 • Tengion Inc • Biological products, (no disgnostic substances)
This JOINDER AGREEMENT (the “Joinder Agreement”) to the Registration Rights Agreement is made and entered into as of October 2, 2012, by and among TENGION, INC., a Delaware corporation (the “Company”) and HORIZON CREDIT II LLC (“Lender”), a Delaware limited liability company.
