Joseph W. La Barge Executive Director & Corporate Counsel Tengion, Inc.

Exhibit 10.35

Xxxxxx X. Xx Xxxxx

Executive Director & Corporate Counsel

Tengion, Inc.

0000 Xxxxxxx Xxxx, Xxxxx 000

Xxxx Xxxxxxxx, XX 00000

tel: (610) 292-8364 ext. 4863

fax: (000) 000-0000

February 23, 0000

Xxxxxx Finance Corporation

000 X. Xxxxxxx Xxxxxx

Xxxxxxxxxx, XX 00000

Attention: Xxxx X. Xxxxxxxxx

Re:    Master Security Agreement No. 5081099

Dear Xx. Xxxxxxxxx:

Reference is made to that certain Master Security Agreement No. 5081099, dated as of July 20, 2005, as amended (the “MSA”), by and between Oxford Finance Corporation (“Oxford”) and Tengion, Inc. (the “Company”).

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.”

Please confirm your agreement to and acceptance of the attached by signing a copy of this letter and returning it to me.

Sincerely,

TENGION, INC.						OXFORD FINANCE CORPORATION
By:		/s/ Xxxxxx X. Xx Xxxxx				By:		/s/ Xxxx X. Xxxxxxxxx
		Xxxxxx X. Xx Xxxxx, Esq.						Xxxx X. Xxxxxxxxx
		Executive Director and Corporate Counsel						Vice President & General Counsel
cc:		Xxxxxx Xxxxxxxxxxx, MD