REGISTRATION RIGHTS AGREEMENTRegistration 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”).
ContractTengion Inc • December 24th, 2009 • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2010 • Tengion Inc • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into this [ ] day of [ ] 2010, by and between Tengion, Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
Tengion, Inc. [ — ] Shares1 Common Stock PURCHASE AGREEMENTPurchase Agreement • March 25th, 2010 • Tengion Inc • Biological products, (no disgnostic substances) • New York
Tengion, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ — ] authorized but unissued shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to [ — ] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
INDENTURE between TENGION, INC. and TRUSTEE Dated as of [ ] Providing for Issuance of Debt Securities in SeriesIndenture • February 1st, 2012 • Tengion Inc • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of [ ], by and between Tengion, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and [ ], as trustee, a national banking association organized and existing under the laws of the United States of America (the “Trustee”).
ContractVenture Loan and Security Agreement • March 16th, 2011 • Tengion Inc • Biological products, (no disgnostic substances) • Connecticut
VENTURE LOAN AND SECURITY AGREEMENT Dated as of March 14, 2011 by and between HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation 76 Batterson Park Road Farmington, CT 06032 as Lender And TENGION, INC., a Delaware corporation 2900 Potshop Lane East Norriton, PA 19403 as Borrower COMMITMENT AMOUNT: $5,000,000
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • January 29th, 2010 • Tengion Inc • Biological products, (no disgnostic substances) • Delaware
THIS RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 16th day of August, 2004, by and between Tengion, Inc., a Delaware corporation (the “Corporation”), and Tim Bertram, Ph.D., D.V.M (the “Equity Participant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 5th, 2013 • Tengion Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2013 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”).
EXCHANGE AGREEMENTExchange Agreement • February 11th, 2013 • Tengion Inc • Biological products, (no disgnostic substances) • New York
This Warrant Exchange Agreement (this “Agreement”), effective as of December 31, 2012, is by and between Tengion, Inc., a Delaware corporation (the “Company”), and the investor identified on Schedule A hereto (the “Warrantholder”). Capitalized terms not defined herein shall have the meanings set forth in the Securities Purchase Agreement dated as of March 1, 2011, by and among the Company and the purchasers party thereto (the “Securities Purchase Agreement”).
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”).
RESEARCH AGREEMENTResearch Agreement • March 26th, 2010 • Tengion Inc • Biological products, (no disgnostic substances) • North Carolina
THIS RESEARCH AGREEMENT (the “Agreement”) is made effective as of January 1, 2006 (the “Effective Date”), by and between TENGION, INC., a corporation organized under the laws of the State of Delaware, whose offices are located at 2200 Renaissance Boulevard, Suite 150, King of Prussia, Pennsylvania 19406 (hereinafter “Tengion”), and WAKE FOREST UNIVERSITY HEALTH SCIENCES, an educational institution organized under the laws of the State of North Carolina, whose offices are located on Medical Center Boulevard, Winston-Salem, North Carolina 27157 (“WFUHS” and, together with Tengion, the “Parties” or individually a “Party”).
LEASE AGREEMENT BY AND BETWEEN: NORRITON BUSINESS CAMPUS, L.P. (“LESSOR”) AND TENGION, INC. (“LESSEE”) Dated: February 1, 2006Lease Agreement • January 29th, 2010 • Tengion Inc • Biological products, (no disgnostic substances)
EXCLUSIVE LICENSE AGREEMENT BETWEEN CHILDREN’S MEDICAL CENTER CORPORATION AND TENGION, INC.Exclusive License Agreement • March 17th, 2010 • Tengion Inc • Biological products, (no disgnostic substances) • Massachusetts
This Agreement is made and entered into as of the date last written below (the “Effective Date”), by and between CHILDREN’S MEDICAL CENTER CORPORATION, a charitable corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having its principal office at 300 Longwood Avenue, Boston, Massachusetts, 02115, U.S.A. (hereinafter referred to as “CMCC”), and Tengion, Inc., a business corporation organized and existing under the laws of the State of Delaware and having its principal office c/o Scheer & Company, 250 West Main Street, Branford, Connecticut, 06405 (hereinafter referred to as “Licensee”).
ContractCertain Registration Rights 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.
LICENSE AGREEMENTLicense Agreement • March 17th, 2010 • Tengion Inc • Biological products, (no disgnostic substances) • North Carolina
This License Agreement (this “Agreement”) effective as of January 1, 2006 (the “Effective Date”), is by and between WAKE FOREST UNIVERSITY HEALTH SCIENCES, an educational institution organized under the laws of the State of North Carolina and having its principal offices at Medical Center Boulevard, Winston-Salem, North Carolina 27157 (“WFUHS”), and TENGION, INC., a Delaware corporation having its principal offices at 2200 Renaissance Boulevard, Suite 150, King of Prussia, Pennsylvania 19406 (“Tengion” and together with WFUHS, the “Parties” or individually a “Party”).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
LICENSE AGREEMENT AMENDMENT NO. 1 May 3, 2007License Agreement • March 17th, 2010 • Tengion Inc • Biological products, (no disgnostic substances)
THIS AMENDMENT No. 1, dated as of the date shown above, is entered into by and between WAKE FOREST UNIVERSITY HEALTH SCIENCES, a North Carolina educational institution (“WFUHS”) and TENGION, INC., a Delaware corporation (“Tengion”), for the purpose of amending the License Agreement dated as of January 1, 2006 between the parties (the “License Agreement”).
TENGION, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 29th, 2010 • Tengion Inc • Biological products, (no disgnostic substances) • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of the 26th day of May, 2004, by and between Tengion, Inc., a Delaware corporation (the “Corporation”), and Steven Nichtberger (the “Lender”).
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”).
Joseph W. La Barge Executive Director & Corporate Counsel Tengion, Inc.Tengion Inc • March 17th, 2010 • Biological products, (no disgnostic substances)
This letter serves to confirm that Section 7(a)(xvi) of the MSA will not apply to any issuance of stock in connection with the Company’s initial public offering of common stock (the “IPO”) and will not be applicable subsequent to the consummation of the IPO for so long as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) or has a class of equity securities registered under Section 12 of the Exchange Act. This letter will also confirm that the words “Securities Act of 1933” in the last line of Section 7(a)(xvii) of the MSA should actually be “Securities Exchange Act of 1934.”
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”).
Subject: Amendment to Amended Employment Agreement dated January 20, 2012, as amended December 5, 2013Letter Agreement • December 5th, 2014 • Tengion Inc • Biological products, (no disgnostic substances) • North Carolina
This letter agreement (the “Amendment”) amends the Amended Employment Agreement between you and Tengion, Inc. (the “Company”), dated January 20, 2012, as amended December 5, 2013 (the “Employment Agreement”). All capitalized terms used in this Amendment shall have the meanings ascribed to them in the Employment Agreement unless otherwise expressly provided herein.
EMPLOYMENT AGREEMENTEmployment Agreement • December 9th, 2011 • Tengion Inc • Biological products, (no disgnostic substances) • Pennsylvania
This Employment Agreement (the “Agreement”), is made and entered into as of December 5, 2011, by and between Tengion, Inc. (the “Company”), and John L. Miclot (the “Executive”).
AMENDMENT AGREEMENT TO THE WARRANTS AND NOTESThe Warrants and Notes • February 14th, 2013 • Tengion Inc • Biological products, (no disgnostic substances)
This Amendment Agreement to (i) the warrants (the “Warrant”) to purchase shares of common stock, par value, $0.001 per share ("Common Stock") of Tengion, Inc., a Delaware corporation (the “Company) issued to [ ] (the “Investor”) on October 2, 2012 and (ii) the Senior Secured Convertible Note (the “Note”) issued to the Investor on October 2, 2012 in connection with a financing completed by the Company on October 2, 2012 (the “2012 Financing”), is entered into this 14th day of February, 2013, by and between the Company and the Investor. Terms not defined herein shall have the applicable meanings provided for such terms in the Warrant and Note.
LEASE AGREEMENTLease Agreement • January 29th, 2010 • Tengion Inc • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (“Lease”), made this 8th day of June, 2005, by and between 3929 WESTPOINT INDUSTRIAL, LLC, a Delaware limited liability company, (“Landlord”) and TENGION, INC., a Delaware corporation, (“Tenant”), provides as follows:
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • March 17th, 2010 • Tengion Inc • Biological products, (no disgnostic substances) • Connecticut
AMENDMENT AGREEMENTAmendment Agreement • January 29th, 2010 • Tengion Inc • Biological products, (no disgnostic substances)
THIS AMENDMENT AGREEMENT (this “Amendment”) is made this 28th day of December 2006 by and between Tengion, Inc. (referred to as “Debtor”) and Oxford Finance Corporation (“Secured Party”) with respect to the following facts:
AMENDED EMPLOYMENT AGREEMENTAmended Employment Agreement • January 20th, 2012 • Tengion Inc • Biological products, (no disgnostic substances) • Pennsylvania
This Amended Employment Agreement (the “Agreement”), is made and entered into as of January 20, 2012, by and between Tengion, Inc. (the “Company”), and John L. Miclot (the “Executive”).
AMENDMENT AGREEMENTAmendment Agreement • January 29th, 2010 • Tengion Inc • Biological products, (no disgnostic substances)
THIS AMENDMENT AGREEMENT (this “Amendment”) is made this 3rd day of April 2006 by and between Tengion, Inc. (referred to as “Debtor”) and Oxford Finance Corporation (“Secured Party”) with respect to the following facts:
SECURITY AGREEMENTSecurity Agreement • July 5th, 2013 • Tengion Inc • Biological products, (no disgnostic substances) • New York
This Security Agreement (this “Agreement”), dated as of June 28, 2013, is entered into between TENGION, Inc. (“Obligor”) in favor of the parties identified as secured parties on the signature pages of this Agreement (together, the “Secured Party”).
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • December 24th, 2009 • Tengion Inc • Delaware
THIS RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 25 th day of May, 2004, by and between Tengion, Inc., a Delaware corporation (the “Corporation”), and Steven Nichtberger, M.D. (the “Equity Participant”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 24th, 2009 • Tengion Inc • Delaware
This AMENDMENT NO. 1 (this “Amendment”) is made as of October 15, 2008 (the “Effective Date”) by and among Tengion, Inc. (the “Company”) and the Investors (as defined in the Agreement (as defined below)). This Amendment amends that certain SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”), dated as of September 24, 2007, by and among the Company and the Investors. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
ContractSecurities Purchase 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.
