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”).
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.
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”).
FACILITY AGREEMENTFacility Agreement • July 5th, 2013 • Tengion Inc • Biological products, (no disgnostic substances) • New York
FACILITY AGREEMENT (this “Agreement”), dated as of June 28, 2013, between Tengion, Inc., a Delaware corporation (the “Borrower”), and the lenders set forth on Schedule 1 attached hereto (the “Lenders” and, together with the Borrower, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2013 • Tengion Inc • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 28, 2013 by and among Tengion, Inc., a Delaware corporation (the “Company”), those persons set forth on Schedule 1 to the Facility Agreement (as defined below) and Celgene Corporation (“Celgene”) (each individually, an “Investor” and together, the “Investors”).
