ContractWarrant Agreement • July 5th, 2013 • 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.
AMENDMENT, WAIVER AND CONSENT AGREEMENTAmendment, Waiver and Consent Agreement • July 5th, 2013 • Tengion Inc • Biological products, (no disgnostic substances) • New York
This Amendment, Waiver and Consent Agreement (this “Agreement”) is entered into this 28th day of June, 2013, by and among Tengion, Inc., a Delaware corporation (the “Company”), and each party identified on the signature pages hereto (the “Investors”).
RIGHT OF FIRST NEGOTIATION AGREEMENTRight of First Negotiation Agreement • July 5th, 2013 • Tengion Inc • Biological products, (no disgnostic substances) • New York
This Right of First Negotiation Agreement (this “Agreement”), dated June 28, 2013, 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”).
COLLABORATION AND OPTION AGREEMENT by and between TENGION, INC., CELGENE CORPORATION and CELGENE EUROPEAN INVESTMENT COMPANY LLC June 28, 2013Collaboration and Option Agreement • July 5th, 2013 • Tengion Inc • Biological products, (no disgnostic substances) • New York
This Collaboration and Option Agreement (this “Agreement”) dated the 28th day of June, 2013 (the “Effective Date”) is by and among Tengion, Inc., a Delaware corporation having its principal office at 3929 Westpoint Blvd., Suite G, Winston-Salem, NC 27103 (“Tengion”), Celgene Corporation, a Delaware corporation having its principal office at 86 Morris Avenue, Summit, NJ 07901 (“Celgene”), and Celgene European Investment Company LLC, a Delaware limited liability company and wholly-owned subsidiary of Celgene (“CEIC” and, together with Celgene, the “Celgene Companies”). Tengion, Celgene and CEIC may each be referred to herein individually as a “Party” and collectively as the “Parties.”
