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”).
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”).
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”).
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”).
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.”
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • March 17th, 2010 • Tengion Inc • Biological products, (no disgnostic substances) • Connecticut
