Letter Agreement Amending Master Security Agreement No. 5081099 between Oxford Finance Corporation and Tengion, Inc.

Contract Categories: Business Finance › Modification Agreements
Summary

This letter agreement between Oxford Finance Corporation and Tengion, Inc. modifies their existing Master Security Agreement. It confirms that certain restrictions in the agreement will not apply to Tengion’s initial public offering of common stock and will remain inapplicable as long as Tengion is a public reporting company. The letter also corrects a reference in the original agreement. Both parties have agreed to these changes by signing the letter.

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EX-10.35 11 dex1035.htm LETTER AGREEMENT - OXFORD MSA Letter Agreement - Oxford MSA

Exhibit 10.35

 

     

 

Joseph W. La Barge

Executive Director & Corporate Counsel

 

    
      Tengion, Inc.
      2900 Potshop Lane, Suite 100
     

East Norriton, PA 19403

 

tel: (610)  ###-###-####

fax: (610)  ###-###-####

February 23, 2010

Oxford Finance Corporation

133 N. Fairfax Street

Alexandria, VA 22314

Attention: John G. Henderson

Re:    Master Security Agreement No.  ###-###-####

Dear Mr. Henderson:

Reference is made to that certain Master Security Agreement No.  ###-###-####, 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