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-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-10.35 - LETTER AGREEMENT - OXFORD MSA - TENGION INCdex1035.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 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 23, 2010 (except for the last paragraph of Note 3 as to which the date is March     , 2010), in Amendment No. 3 to the Registration Statement (Form S-1 No. 333-164011) and the related Prospectus of Tengion, Inc. for the registration of its common stock.

Philadelphia, Pennsylvania

The foregoing consent is in the form that will be signed upon completion of the reverse stock split described in the last paragraph of Note 3 to the financial statements.

/s/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania

March 16, 2010