0001193125-13-010586 Sample Contracts

EXCHANGE AGREEMENT
Execution Version • January 11th, 2013 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • 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”).

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TERMINATION AGREEMENT
Termination Agreement • January 11th, 2013 • Medtronic Inc • Electromedical & electrotherapeutic apparatus

This Termination Agreement (this “Agreement”), dated this 26th day of September, 2012, is by and between Tengion, Inc., a Delaware corporation (‘Tengion”) and Medtronic, Inc., a Minnesota corporation (“Medtronic” and together with Tengion, the “Parties”).

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