TENGION INC - FORM S-1/A - EX-10.35 - LETTER AGREEMENT - OXFORD MSA - March 17, 2010

Attached files

file filename
S-1/A - AMENDMENT NO. 3 TO FORM S-1 - TENGION INCds1a.htm
EX-3.1 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - TENGION INCdex31.htm
EX-5.1 - OPINION OF GOODWIN PROCTER LLP - TENGION INCdex51.htm
EX-3.2 - FORM OF AMENDED AND RESTATED BYLAWS OF THE REGISTRANT - TENGION INCdex32.htm
EX-23.1 - CONSENT OF ERNST & YOUNG LLP - TENGION INCdex231.htm
EX-10.6 - EXCLUSIVE LICENSE AGREEMENT - TENGION INCdex106.htm
EX-10.7 - LICENSE AGREEMENT - TENGION INCdex107.htm
EX-10.8 - LICENSE AGREEMENT AMENDMENT NO. 1 - TENGION INCdex108.htm
EX-23.2 - CONSENT OF KPMG LLP - TENGION INCdex232.htm
EX-10.36 - NON-EMPLOYEE DIRECTOR COMPENSATION POLICY - TENGION INCdex1036.htm
EX-10.37 - VENTURE LOAN AND SECURITY AGREEMENT - TENGION INCdex1037.htm
EX-10.34 - 2010 STOCK OPTION INCENTIVE PLAN - TENGION INCdex1034.htm
EX-10.33 - FORM OF INDEMNIFICATION AGREEMENT - TENGION INCdex1033.htm
EX-4.1 - FORM OF THE REGISTRANT'S STOCK CERTIFICATE - TENGION INCdex41.htm

Exhibit 10.35

 

      LOGO

 

Joseph W. La Barge

Executive Director & Corporate Counsel

 

    
      Tengion, Inc.
      2900 Potshop Lane, Suite 100
     

East Norriton, PA 19403

 

tel: (610) 292-8364 ext. 4863

fax: (610) 275-3754

February 23, 2010

Oxford Finance Corporation

133 N. Fairfax Street

Alexandria, VA 22314

Attention: John G. Henderson

Re:    Master Security Agreement No. 5081099

Dear Mr. Henderson:

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/ Joseph W. La Barge

     By:  

/s/ John G. Henderson

  Joseph W. La Barge, Esq.       John G. Henderson
  Executive Director and Corporate Counsel       Vice President & General Counsel
cc:   Steven Nichtberger, MD      

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