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Published on 10/3/2012 in the Prospect News PIPE Daily.

Tengion negotiates $15 million private placement of convertible notes

Offering conducted by ROTH Capital to fund research and development

By Devika Patel

Knoxville, Tenn., Oct. 3 - Tengion, Inc. said it will conduct a $15 million private placement of its senior secured convertible notes through agent ROTH Capital Partners, LLC. The deal was announced Sept. 10.

The notes' principal includes the exchange of about $1 million of debt issued in the company's bridge financing.

The notes are convertible into stock at a conversion rate of 1,333 shares per $1,000 of notes.

The investors also received warrants for about 51.1 million shares, which are each exercisable at $0.75, a 48.98% discount to the Oct. 2 closing share price of $1.47.

Investors include Celgene Corp., RA Capital Management LLC, Deerfield Management Co., LP, Bay City Capital and HealthCap.

Proceeds will be used for research and development activities.

Located in King of Prussia, Pa., Tengion develops autologous neo-organs and tissues, such as bladders, that are derived from the patient's own (autologous) cells.

Issuer:Tengion, Inc.
Issue:Senior secured convertible notes
Amount:$15 million
Conversion rate:1,333 shares per $1,000 of notes
Warrants:For about 51.1 million shares
Warrant strike price:$0.75
Agent:ROTH Capital Partners, LLC
Investors:Celgene Corp., RA Capital Management LLC, Deerfield Management Co., LP, Bay City Capital and HealthCap
Announcement date:Sept. 10
Pricing date:Oct. 3
Stock symbol:OTCBB: TNGN
Stock price:$1.47 at close Oct. 2
Market capitalization:$3.47 million

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