Amended and Restated Tengion, Inc. 2004 Stock Incentive Plan



 Exhibit 10.5 
 AMENDED AND RESTATED TENGION, INC. 
 2004
STOCK INCENTIVE PLAN 
 Effective September 28, 2009 
 ARTICLE 1 
 Background and Purpose of the Plan 

 Section 1.1. Background. This 2004 Stock Incentive Plan (the “Plan”) permits the grant of Incentive
Stock Options, Nonstatutory Stock Options, Restricted Stock and other stock-based awards. 
 Section 1.2. Purpose. The
purposes of the Plan are (a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provide additional incentive to Employees, Directors and Consultants, and (c) to promote the success
of the business of the Company. 
 Section 1.3. Eligibility. All of the Company’s Service Providers are eligible to
be granted Awards under the Plan. Incentive Stock Options may be granted only to Employees. 
 Section 1.4. Definitions.
Capitalized terms used in the Plan and not otherwise defined herein shall have the meanings assigned to such terms in the attached Appendix. 
 ARTICLE 2 
 Shares Subject To The Plan 
 Section 2.1. Shares Subject to the Plan. Subject to adjustment under this Section 2.1 and Section 2.3, the number of shares
of Common Stock reserved for issuance pursuant to Awards made under the Plan shall not exceed 15,410,800 Shares. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. The maximum number of
shares of Common Stock available for issuance under the Plan shall be subject to automatic increase in the event the Company (as evidenced by the approval of the Board of Directors or an authorized committee thereof) exercises its right to
repurchase certain shares of restricted Common Stock held by certain employees of the Company in the event any such employee’s employment is terminated (a “Repurchase Event”). Each such automatic increase shall be in an amount equal
to the number of shares of Common Stock purchased by the Company in the Repurchase Event; provided, however, the aggregate number of shares of Common Stock eligible for issuance under this Plan as a result of any Repurchase Events, shall not exceed
3,009,174 shares. 
 Section 2.2. Lapsed Awards. If an Award expires or is terminated, surrendered or cancelled without
having been exercised in full, or is surrendered pursuant to an Exchange Program, or is otherwise forfeited in full or in part, including as a result of Restricted Stock or Optioned Stock or other Shares constituting or subject to an Award being
repurchased by the Company pursuant to the contractual repurchase right as specified in the Award Agreement, then the unissued Shares which were subject to such Award and/or such surrendered, cancelled or forfeited Shares (as the case may be) shall
become available for future grant or sale under the Plan (unless the Plan has terminated), subject however, in the case of Incentive Stock Options to any limitations under the Code. If an Award is exercised, in whole or in part, by delivery or
attestation of Shares under Section 4.3(b), the number of Shares deemed to have been issued under the Plan shall be the number of Shares which were subject to the Award or portion thereof so exercised and not the net number of Shares actually
issued upon such exercise. 







 Section 2.3. Adjustments. In the event that there is any stock dividend on the Shares
payable in Shares, or any stock split, reverse stock split, combination or reclassification of Shares, or any other increase in the number of outstanding Shares without receipt of consideration by the Company, then the maximum aggregate number and
class of securities available for Awards under Section 2.1 of the Plan, the maximum number and class of securities issuable to a Service Provider under Section 4.1(c) of the Plan, and any other limitation under this Plan on the maximum
number and class of securities issuable to an individual or in the aggregate, and the price of securities covered by each outstanding Option shall be proportionately adjusted by the Administrator as it deems equitable in its absolute discretion to
prevent dilution or enlargement of the rights of the Participants; provided that any fractional Shares resulting from such adjustments shall be eliminated. The Administrator’s determination with respect to any such adjustments shall be
conclusive. 
 ARTICLE 3 
 Administration of the Plan 
 Section 3.1. Board and Committees. The
Plan shall be administered by (i) the Board or (ii) a Committee which shall comply with Applicable Laws. Different Committees with respect to different groups of Service Providers may administer the Plan. 
 Section 3.2. Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the
specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: (a) to determine the Fair Market Value; (b) to select the Service Providers to whom Awards may be granted hereunder;
(c) to determine the number of shares of Common Stock to be covered by each Award granted hereunder; (d) to approve forms of agreement for use under the Plan; (e) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any Award granted hereunder, such terms and conditions including, without limitation, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting, acceleration or
waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (f) to
institute an Exchange Program; (g) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan; (h) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of satisfying applicable foreign laws; (i) to modify or amend each Award (subject to Section 10.4 of the Plan), including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the Plan; (j) to allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Award
that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld (the Fair Market Value of the Shares to be withheld shall be determined as of the date that the amount of tax to be withheld is to be determined and
all elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable); (k) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Award previously granted by the Administrator; (l) allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under
an Award, and (m) to make all other determinations deemed necessary or advisable for administering the Plan. 
 Section
3.3. Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards. 
 Section 3.4. Delegation to Executive Officers. To the extent permitted by Applicable Law, the Board may delegate to one or more
executive officers of the Company the power to grant Awards to Employees and to exercise such other powers under the Plan as the Board may determine, provided that the Administrator shall fix the terms of the Awards to be granted by such executive
officers (including the exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the

  

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maximum number of shares subject to Awards that the executive officers may grant; provided, however, that no executive officer shall be authorized to grant Awards to any
“executive officer” of the Company (as defined by Rule 3b-7 under the Exchange Act) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act). 
 ARTICLE 4 
 Stock Options 
 Section 4.1. Limitations. 
 (a) No Option shall have a term in excess of 10 years measured from the date of grant; provided, however, that in the case of any Incentive Stock Option granted to a 10% Stockholder, the term of such
Incentive Stock Option shall not exceed five years measured from the date of grant. 
 (b) Subject to Section 4.6, the
exercise price per share of an Option shall not be less than 100% of the Fair Market Value per Share on the date of grant; provided, however, that in the case of any Incentive Stock Option granted to a 10% Stockholder, the exercise
price per share of such Incentive Stock Option shall not be less than 110% of the Fair Market Value per share of Common Stock on the date of grant of the Option. 
 (c) Each Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate
Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary of the Company) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 4.1(c), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall
be determined as of the date that the Option with respect to such Shares is granted. 
 (d) The Company shall have no liability
to a Participant, or any other party, if an Option (or any part thereof) which is intended to be an Incentive Stock Option is not an Incentive Stock Option. 
 Section 4.2. Terms of Option. Subject to Section 4.1, the term, exercise price, vesting schedule and other conditions and limitations applicable to each Option shall be as determined by the
Administrator and shall be stated in the Award Agreement. 
 Section 4.3. Form of Consideration. The Administrator shall
determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. To the
extent approved by the Administrator, the consideration for exercise of an Option may be paid as follows: 
 (a) by cash, check
or other cash equivalent approved by the Administrator; 
 (b) subject to the last paragraph of this Section 4.3, by the
tendering of other Shares to the Company or the attestation to the ownership of the Shares that otherwise would be tendered to the Company in exchange for the Company’s reducing the number of Shares necessary for payment in full of the Option
price for the Shares so purchased; 
 (c) any combination of the forms of consideration set forth in subsections (a) and
(b) above. 
  

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 Shares tendered or attested to in exchange for Shares issued under the Plan may not be
shares of Restricted Stock at the time they are tendered or attested to. The Administrator shall determine acceptable methods for tendering or attesting to Shares to exercise an Option under the Plan and may impose such limitations and prohibitions
on the use of Shares to exercise Options as it deems appropriate. For purposes of determining the amount of the Option price satisfied by tendering or attesting to Shares, such Shares shall be valued at their Fair Market Value on the date of tender
or attestation, as applicable. The date of exercise shall be deemed to be the date that the notice of exercise and payment of the Option price are received by the Administrator. 
 Section 4.4. Exercise of Option. 
 (a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined
by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with
the Award Agreement) from the person entitled to exercise the Option and (ii) full payment for the Shares with respect to which the Option is exercised. Shares issued upon exercise of an Option shall be issued in the name of the Participant.
The Shares shall be deemed issued, and the Participant shall be deemed the record holder of the Optioned Stock, on the date when the Option has been deemed exercised in accordance with this Section 4.4(a). Until such date, no right to vote or
receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the
date the Shares are issued. Notwithstanding anything in this Section 4.4(a) to the contrary, in the event that the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and number of shares subject
to an Option are adjusted as of the date of distribution of the dividend (rather than as of the record date for such dividend), then a Participant who exercises such Option between the record date and the distribution date for such stock dividend
shall be entitled to receive, on the distribution date, the stock dividend with respect to the Optioned Stock, notwithstanding the fact that such Optioned Stock was not outstanding as of the close of business on the record date for such stock
dividend. 
 (b) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider,
other than upon the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in
no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three months following the Participant’s
termination. 
 (c) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the
Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration
of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for 12 months following the Participant’s termination. 
 (d) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the
Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option
as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been
designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the
laws of descent and

  

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distribution. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for 12 months following Participant’s death. 
 Section 4.5. Repurchase Rights. 
 (a) If the Participant ceases to be a Service Provider for any reason (with or without cause), including, without limitation, as the result of the Participant’s death or Disability, the Company shall
have the right to repurchase any or all of such Shares within such period of time and for such purchase price and upon such other terms and conditions as specified in the Award Agreement. 
 (b) The Administrator shall have the discretion to grant Options which are exercisable for unvested Shares. If the Participant ceases to be
a Service Provider while holding such unvested Shares, the Company shall have the right to repurchase any or all of those unvested Shares within such period of time and for such purchase price and upon such other terms and conditions as specified in
the Award Agreement. 
 (c) The terms upon which the repurchase rights set forth in Sections 4.5(a) and (b) above shall be
exercisable by the Administrator (including the period and procedure for exercise and the appropriate vesting schedule for the purchased Shares) shall be established by the Administrator and set forth in the Award Agreement. 
 Section 4.6. Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the
Company of property or stock of an entity, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Such substitute Awards may be granted on such terms as
the Administrator deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. 
 ARTICLE 5 
 Restricted Stock 
 Section 5.1. Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time
to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, shall determine. 
 Section 5.2. Restricted Stock Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and such
other terms and conditions as the Administrator, in its sole discretion, shall determine. Unless the Administrator determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares
have lapsed. 
 Section 5.3. Transferability. Except as provided in this Article 5, Shares of Restricted Stock may not be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. 
 Section 5.4. Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. 
 Section 5.5. Removal of Restrictions. Except as otherwise provided in this Article 5, Shares of Restricted Stock covered by each
Restricted Stock grant made under the Plan shall be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator, in its discretion, may accelerate the time at which any restrictions shall lapse or
be removed. Subject to Section 8.4, after the restrictions have lapsed, the Service Provider shall be entitled to have any legend or legends relating to

  

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restrictions provided pursuant to this Article 5 removed from his or her Share certificate, and the Shares shall be freely transferable by the Service Provider. 
 Section 5.6. Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder
may exercise full voting rights with respect to those Shares, unless otherwise provided in the Award Agreement. 
 Section 5.7.
Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise
provided in the Award Agreement. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were
paid. 
 Section 5.8. Right of Repurchase of Restricted Stock. 
 (a) The Company shall have the right to repurchase any or all of such Shares of Restricted Stock within such period of time and for such
purchase price and upon such terms and conditions as are specified in the Award Agreement. 
 (b) The Company shall have the
right to repurchase any or all of such shares that are no longer Restricted Stock within such period of time and for such purchase price and upon such terms and conditions as are specified in the Award Agreement. 
 Section 5.9. Performance Criteria. 
 (a) The Administrator may provide for the lapse or removal of restrictions on Restricted Stock using one or more of the performance objectives set forth on Schedule A and/or such other performance
objectives as the Administrator may determine in its sole discretion. Any such performance objective shall be sufficiently specific that a third party having knowledge of the relevant facts could determine whether the objective is met. 

(b) If the Administrator provides for the lapse or removal of restrictions on Restricted Stock based on performance objectives, the
Administrator shall, at the time it establishes the performance objectives, specify the period over which the performance objectives relate. The establishment of the actual performance objectives and, if an Award of Restricted Stock is based on more
than one performance objective, the relative weighting of such criteria, shall be at the sole discretion of the Administrator. 
 ARTICLE 6 
 Other Stock-Based Awards 
 Section 6.1. Other Stock-Based Awards. The Administrator shall have the right to grant other Awards based upon the Common Stock
having such terms and conditions as the Administrator may determine, including without limitation the grant of Shares based upon certain conditions, the grant of securities convertible into Shares, the grant of performance units or performance
shares and the grant of stock appreciation rights. 
  

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 ARTICLE 7 
 Option Grants to Outside Directors 
 Section 7.1.
Grants. Options may be granted to Outside Directors in accordance with the policies established from time to time by the Board specifying the number of Shares (if any) to be subject to each such Award and the time(s) at which such Awards
shall be granted. 
 Section 7.2. Type of Options. All Options granted pursuant to this Article 7 shall be Nonstatutory
Stock Options and, except as otherwise provided herein, shall be subject to the other terms and conditions of the Plan. 
 ARTICLE 8 
 Additional Terms of Awards 
 Section 8.1. Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award
transferable, such Award shall contain such additional terms and conditions as the Administrator deems appropriate. Notwithstanding the foregoing, subject to the approval of the Administrator in its sole discretion, Awards other than Incentive Stock
Options may be transferable to members of the immediate family of the Participant and to one or more trusts for the benefit of such family members, partnerships in which such family members are the only partners, or corporations in which such family
members are the only stockholders. “Members of the immediate family” means the Participant’s spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are
family members by adoption. 
 Section 8.2. No Effect on Employment or Service. Neither the Plan nor any Award shall
confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor shall they interfere in any way with the Participant’s right or the Company’s right to terminate
such relationship at any time, with or without cause, to the extent permitted by Applicable Laws. 
 Section 8.3. Date of
Grant. The date of grant of an Award shall be, for all purposes, the last to occur of the following (i) the date on which the Administrator grants such Award, (ii) such later date as is specified by the Administrator as the date of
grant or (iii) if the grant of an Award is conditioned upon the occurrence of some future event, then the date of grant shall be the date such condition has been satisfied or such later date as specified by the Administrator. Notice of any
grant shall be provided to each Participant within a reasonable time after the date of such grant. 
 Section 8.4. Conditions
Upon Issuance of Shares. The Company will not be obligated to deliver any Shares pursuant to the Plan or to remove restrictions from Shares previously delivered under the Plan until (a) all conditions of the Award have been met or removed
to the satisfaction of the Administrator, (b) subject to approval of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any Applicable Laws and
(c) the Participant has executed and delivered to the Company such representations or agreements as the Administrator may consider appropriate to satisfy the requirements of Applicable Laws. 
 Section 8.5. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to
which such requisite authority shall not have been obtained. 
  

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 Section 8.6. Withholding. 
 (a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company shall have
the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required to be withheld with respect
to such Award (or exercise thereof). 
 (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to
such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (a) electing to have the Company withhold otherwise deliverable Shares or (b) delivering to
the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld. The amount of the withholding requirement shall be deemed to include any amount which the Administrator agrees may be withheld at the time the
election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be
determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the taxes are required to be withheld. 
 ARTICLE 9 
 Dissolution or Liquidation or Other Events 
 Section 9.1. Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator
shall provide written notice to each Participant at least 20 days prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such
proposed action. The Administrator may specify the effect of a liquidation or dissolution on any Award of Restricted Stock or other Award at the time of grant of such Award. 
 Section 9.2. Reorganization. 
 (a) Upon the occurrence of a Reorganization Event, subject to subsection (b) below, each outstanding Option shall be assumed or an equivalent option substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. 
 (b) In the event that the successor corporation does not assume the Option
or an equivalent Option is not substituted, then the Administrator shall, upon written or electronic notice to each Participant, provide that one of the following will occur: (i) all Options will become exercisable in full as of a specified
time prior to the Reorganization Event and will terminate immediately prior to the consummation of such Reorganization Event, except to the extent exercised by the Participants prior to the consummation of the Reorganization Event; or (ii) all
outstanding Options will terminate upon consummation of such Reorganization Event and each Participant will receive, in exchange therefor, a cash payment equal to the amount (if any) by which (x) the Acquisition Price multiplied by the number
of shares of Common Stock subject to such outstanding Options (which may, in the Administrator’s discretion, be limited to Options then exercisable or include Options then not exercisable), exceeds (y) the aggregate exercise price of such
Options. 
 (c) For the purposes of this Section 9.2, the Option shall be considered assumed if, following consummation of
the Reorganization Event, the option confers the right to purchase or receive, for each Share of Option Stock subject to the Option immediately prior to the Reorganization Event, the consideration (whether stock, cash, or other securities or
property) received in the Reorganization Event by holders of Common Stock for each Share held immediately prior to the consummation of the Reorganization

  

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Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares). If such consideration received in the
Reorganization Event is not solely common stock of the successor corporation or a Parent or Subsidiary thereof, then the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise
of the Option for each Share of Optioned Stock subject to the Option to be solely common stock of the successor corporation or a Parent or Subsidiary thereof equal in fair market value to the per share consideration received by holders of Common
Stock in the Reorganization Event, and in such case such Options shall be considered assumed for the purposes of this Section 9.2. 
 ARTICLE 10 
 Term, Amendment and Termination of Plan 
 Section 10.1. Term of Plan. The Plan shall become effective on the date of its adoption by the Board; provided,
however, that no Option shall be exercisable by a Participant unless and until the Plan shall have been approved by the stockholders of the Company in accordance with the provisions of its Certificate of Incorporation and By-laws, which
approval shall be obtained by a majority vote of stockholders, voting either in person or by proxy, at a duly held stockholder’s meeting, or by written consent, within 12 months before or after the adoption of the Plan by the Board. 

Section 10.2. Termination of the Plan. The Plan shall terminate upon the earliest to occur of (i) the tenth anniversary of
the date on which the Plan is approved by the stockholders of the Company, (ii) the date on which all Shares available for issuance under the Plan have been issued as fully vested Shares, and (iii) the termination of all outstanding
Options in connection with a Reorganization Event. 
 Section 10.3. Amendment of the Plan. The Board may at any time
amend, alter, suspend or terminate the Plan. The Company shall obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws. 
 Section 10.4. Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise
between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder
with respect to Awards granted under the Plan prior to the date of such termination. 
 ARTICLE 11 
 Miscellaneous 
 Section 11.1. Authorization of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall
establish such sub-plans by adopting supplements to this Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms and conditions not
otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction
and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not the subject of such supplement. 
 Section 11.2. Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, regardless of the
laws that might otherwise govern under applicable principles of conflicts of laws thereof. 
  

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 APPENDIX 
 As used in the Plan, the following terms shall have the following meanings: 
 (a)
“Acquisition Price” means, in a Reorganization Event in which the consideration received by holders of Common Stock consists solely of cash, the amount of cash to which a holder of one share of Common Stock is entitled pursuant to
such Reorganization Event. 
 (b) “Administrator” means the Board or any of its Committees as shall be
administering the Plan, in accordance with Article 3 of the Plan. 
 (c) “Applicable Laws” means the
requirements relating to the administration of stock incentive plans under applicable state corporation laws, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan. 
 (d) “Award” means, individually or collectively, a grant under the Plan of Options, Restricted Stock or other stock-based awards. 
 (e) “Award Agreement” means the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and
conditions of the Plan. 
 (f) “Board” means the board of directors of the Company. 
 (g) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein shall be a
reference to any regulations promulgated under such section, and shall further reference any successor or amended section of such section of the Code that is so referred to and any regulations thereunder. 
 (h) “Committee” means a committee of the Board appointed by the Board in accordance with Article 3 of the Plan. 

(i) “Common Stock” means the Company’s common stock. 
 (j) “Company” means Tengion, Inc., a Delaware corporation, or any successor thereto. 
 (k) “Consultant” means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary of the
Company to render services to such entity. 
 (l) “Director” means a member of the Board. 
 (m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code. 
 (n) “Employee” means any person who is an employee, as defined in Section 3401(c) of the Code, of the Company or any
Parent or Subsidiary of the Company or any other entity the employees of which are permitted to receive Incentive Stock Options under the Code. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to
constitute “employment” by the Company. 
 (o) “Exchange Act” means the Securities Exchange Act of
1934, as amended. 
  

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 (p) “Exchange Program” means a program under which, with the consent of the
affected Participants, (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have lower exercise prices and different terms), Awards of a different type, and/or cash, and/or (ii) the
exercise price of an outstanding Award is reduced or increased. The terms and conditions of any Exchange Program shall be determined by the Administrator in its sole discretion. 
 (q) “Fair Market Value” means, as of any date, the value, as determined in good faith by the Administrator, of Common Stock
through reasonable application of a reasonable valuation method. In determining the Fair Market Value of Common Stock the Administrator shall give consideration to Section 409A of the Code. 
 (r) “Fiscal Year” means the fiscal year of the Company. 
 (s) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code. 
 (t) “Inside Director” means a Director who is an Employee. 
 (u) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option. 
 (v) “Option” means a stock option granted pursuant to the Plan. 
 (w) “Optioned Stock” means the Common Stock subject to an Award. 
 (x) “Outside Director” means a Director who is not an Employee. 
 (y) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e)
of the Code. 
 (z) “Participant” means the holder of an outstanding Award granted under the Plan. 

(aa) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to
restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the
Administrator, in its discretion. 
  

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 (bb) “Reorganization Event” means: 
 (i) any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock is converted into
or exchanged for the right to receive cash, securities or other property; or 
 (ii) any exchange of all of the Common Stock
for cash, securities or other property pursuant to a share exchange transaction. 
 (cc) “Restricted Stock”
means shares of Common Stock issued pursuant to Article 5 of the Plan. 
 (dd) “Service Provider” means an
Employee, Director or Consultant. 
 (ee) “Shares” means shares of Common Stock. 
 (ff) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code. 
 (gg) “10% Stockholder” means the owner of stock (as determined under Code
Section 424(d) possessing more than 10% of the total combined voting power of all classes of stock of the Company (or any Parent or Subsidiary). 
  

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 SCHEDULE A 
 I. General Financial Criteria 
 A. General Financial Criteria: (i) increase
in net sales; (ii) pretax income before allocation of corporate overhead and/or bonus; (iii) budget; (iv) earnings per share; (v) net income; (vi) attainment of division, group or corporate financial goals; (vii) return
on stockholders’ equity; (viii) return on assets; (ix) attainment of strategic and operational initiatives; (x) appreciation in or maintenance of the price of the common stock or any other publicly-traded securities of the
Company; (xi) increase in market share; (xii) gross profits; (xiii) earnings before interest and taxes; (xiv) earnings before interest, taxes, depreciation and amortization; (xv) economic value-added models;
(xvi) comparisons with various stock market indices; (xvii) comparisons with performance metrics of peer companies; or (xviii) reductions in costs. 
 II. Operational Criteria 
 A. Research Activities: (i) identification of new
drug targets or indications; (ii) identification of lead optimized compounds or designation of compounds as clinical candidates; (iii) expansion of chemical compound libraries; (iv) publication of scientific papers;
(v) development of animal model assay systems or other development tools; (vi) productivity levels with respect to the foregoing; (vii) implementation of IT systems related to R&D activities. 
 B. Clinical Development Activities: (i) commencement, completion or publication of results of Phase I, II or III trials (or any
sub-phase thereof) in the U.S. or foreign country; (ii) filing of an Investigational New Drug application with the Food and Drug Administration (“FDA”); (iii) filing of New Drug Application with FDA; (iv) FDA approval;
(v) regulatory approval of drug in foreign country. 
 C. Collaborations: (i) execution of term sheet for
collaboration; (ii) execution of definitive documentation or obtaining all approvals necessary for collaboration; (iii) achievement of milestones under collaboration; (iv) extension, expansion or positive modifications of
collaboration. 
 D. Commercial Activities: (i) commercial launch of a drug in U.S. or any foreign country;
(ii) achievement of specified level of sales in U.S. or foreign country. 
 E. Other: (i) execution of agreements for
the in-licensing or out-licensing of compounds, intellectual property or other assets; (ii) issuance of patents in U.S. and foreign countries; (iii) completion of a financing transaction; (iv) acquisition or disposition of compounds,
intellectual property, products or other assets or businesses; and (v) key hires. 
  

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 TENGION, INC. 
 Notice of Stock Option Grant 
 Under 2004 Stock Incentive Plan 
 Notice is hereby given of the following option grant (the “Option”) to purchase shares of Common Stock of Tengion, Inc. (the “Company”):

  

			
	 Optionee:
	  	First, Middle, Last
		
	 Grant Date:
	  	Month, Day, Year (Date of Grant)
		
	 Vesting Commencement Date:
	  	Month, Day, Year (Same as Grant Date)
		
	 Exercise Price:
	  	$0.0000 per share
		
	 Number of Option Shares:
	  	xxx,xxx shares of Common Stock
		
	 Termination Date:
	  	Month, Day, Year (10 Years from Grant Date)
		
	 Type of Option:
	  	Incentive Stock Option

 The Qualified Incentive Stock
Option is intended to be a qualified incentive stock option under the Internal Revenue Code of 1986, as amended. 
 Vesting Schedule: The Option
shares shall initially be unvested. The Optionee shall acquire a vested interest in (i) twenty-five percent (25%) of the Option Shares upon the Optionee’s completion of one (1) year of Service (as defined in the Plan) after the
Vesting Commencement Date and (ii) the balance of the Option Shares in a series of twelve (12) successive equal quarterly installments upon the Optionee’s completion of each additional quarter of Service over the thirty-six
(36) month period measured from the first anniversary of the Vesting Commencement Date. No Option Shares shall vest after the Optionee’s cessation of Service. 
 Subject to Plan and Agreement: The Option is granted subject to, and in accordance with, the terms of the Tengion, Inc. 2004 Incentive Stock Plan (the “Plan”), a paper copy of which has
previously been provided to the Optionee. The Optionee further agrees to be bound by the terms of the Option as set forth in this Notice of Grant and in the Stock Option Agreement hereto as Exhibit A, as well as the terms of the Plan. 
 No Employment or Service Contract. Nothing in this Notice or in the Plan shall confer upon the Optionee any right to continue Service for any period
of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate
the Optionee’s Service at any time for any reason, with or without cause. 
 TENGION, INC.

 By: 
 Accepted and agreed: 
 First, Middle, Last (Optionee) 







 TENGION, INC. 
 STOCK OPTION AGREEMENT 
 UNDER 2004 STOCK INCENTIVE PLAN 
 Section 1. Grant of Option. 
 (a) This Stock Option Agreement (the “Agreement”) evidences the grant by Tengion, Inc., a Delaware corporation (the “Company”), on the Grant Date, to the Optionee, of an
option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Company’s 2004 Stock Incentive Plan (the “Plan”), a total number of shares of the Company’s common stock
equal to the Number of Option Shares set forth in the Notice of Grant to which this Agreement is attached as Exhibit A, at a price per share equal to the Exercise Price. Unless earlier terminated in accordance with Section 3(c),
(d) or (e) or Section 7 of this Agreement, the Option shall expire at 5:00 p.m., Eastern time, on the Termination Date. Capitalized terms used in this Section 1(a) and not otherwise defined herein shall refer
to the information set forth next to such terms on the Notice of Grant. Capitalized terms used in this Agreement and not otherwise defined in this Agreement or in the Notice of Grant shall have the meanings assigned to such terms in the Plan, which
is attached to the Notice of Grant as Exhibit B. 
 (b) If designated in the Notice of Grant as a Qualified Incentive
Stock Option, the Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. 
 (c) Except as otherwise indicated by the context, the term “Optionee,” as used in this Agreement, shall be deemed to include any person who acquires the right to exercise the Option validly under its terms. 
 Section 2. Vesting Schedule. 
 (a) The Option will become exercisable as described under the heading “Vesting” in the Notice of Grant. 
 (b) The right of exercise shall be cumulative so that, to the extent the Option is not exercised in any period to the maximum extent permissible, it shall continue to be exercisable, in whole or in part,
with respect to all vested Option Shares until the earliest to occur of (i) the Termination Date, (ii) the termination of the Option under Section 3 or Section 7 hereof, or (iii) any other termination of the
Option under the Plan. 
 Section 3. Exercise of Option. 
 (a) Form of Exercise. In order to exercise the Option with respect to all or any part of the Option Shares, the Optionee (or any
other person or persons exercising the Option in accordance with Section 3(d)) must execute and deliver to the Company an election notice in the form of Schedule 1 to this Agreement, either in writing or electronically,
accompanied by payment in full in a manner provided in Section 4. The Optionee may purchase any number of vested Option Shares subject to the Option, in any exercise of the Option, provided that no partial exercise of the Option may be
for any fractional share. 
 (b) Continuous Relationship with the Company Required for Exercise of Qualified Incentive Stock
Options. Except as otherwise provided in this Section 3, if the Option is a Qualified Incentive Stock Option, the Option may not be exercised unless the Optionee, at the time he or she exercises the Option, is, and has been at all
times since the Grant Date, a Service Provider. 
 (c) Termination of Relationship with the Company for Holders of Qualified
Incentive Stock Options. If the Option is a Qualified Incentive Stock Option and Optionee ceases to be a Service Provider for any reason while the Option is outstanding, then, except as provided in Sections 3(d), (e) and (f), the
right to

  

 1 








 
exercise the Option shall terminate three months after such cessation (but in no event after the Termination Date), provided that the Option shall be exercisable only to the extent and with
respect to the number of Option Shares that the Optionee was entitled to exercise on the date of such cessation. 
 (d)
Exercise Period Upon Death or Disability for Holders of Qualified Incentive Stock Options. If the Option is a Qualified Incentive Stock Option and Optionee dies or suffers a Disability while the Option is outstanding (including within the
three-month period following termination of Service of the Optionee), and the Company has not terminated the Optionee’s Service for “Cause” as specified in Section 3(e), the Option shall be exercisable, within the period
of one year following the date of termination of Service of the Optionee, (i) in the case of a termination of Service due to the Disability of the Optionee, by the Optionee, and (ii) in the case of a termination of Service due to the death
of the Optionee, by (A) a beneficiary designated in writing by the Optionee to the Company prior to the Optionee’s death, or (B) if no such beneficiary has been designated, by the personal representative of the Optionee’s estate
or by the person(s) to whom the Option is transferred pursuant to the Optionee’s will or in accordance with the laws of descent and distribution; provided, that, in any case, the Option shall be exercisable only to the extent and with
respect to the number of Option Shares that the Optionee was entitled to exercise on the date of his or her death or Disability; and further provided, that the Option shall not be exercisable after the Termination Date. 
 (e) Discharge for Cause. In the case of either a Qualified Incentive Stock Option and a Non-Statutory Option, if the Optionee’s
Service with the Company is terminated for Cause while the Option is outstanding, the right to exercise the Option shall terminate immediately upon the effective date of such discharge. “Cause” shall mean willful misconduct by the
Optionee or willful failure by the Optionee to perform his or her responsibilities to the Company (including, without limitation, breach by the Optionee of any provision of any employment, consulting, advisory, nondisclosure, non-competition or
other similar agreement between the Optionee and the Company), as determined by the Company, which determination shall be conclusive; provided, however, that if any definition of “Cause” for termination (or a similar term) is
contained in an effective employment agreement or similar agreement between the Company and the Optionee at the time of termination, such definition shall supersede the definition in this Section 3(e) and shall be incorporated in this
Section 3(e) as the definition of “Cause.” 
 (f) Limited Exercisability. During any period of
post-Service exercisability, the Option may not be exercised in the aggregate for more than the number of Option Shares in which the Optionee is, at the time of the Optionee’s cessation of Service, vested in accordance with the Vesting Schedule
specified in the Notice of Grant. Upon the expiration of such exercise period or (if earlier) upon the Termination Date, the Option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised.
To the extent that the Optionee is not vested in the Option Shares at the time of the Optionee’s cessation of Service, the Option shall immediately terminate and cease to be outstanding with respect to the Option Shares. 
 Section 4. Method of Payment. 
 (a) Common Stock purchased upon exercise of the Option may be paid for in any one or more of the following forms: 
 (i) cash or check made payable to the Company; 
 (ii) subject to
Section 4(b), by the tendering to the Company of other shares of Common Stock of the Company (“Tendered Shares”) or the attestation to the ownership of shares of Common Stock that otherwise would be Tendered Shares
(“Attested Shares”) having an aggregate value equal to the value of the Option Shares so purchased; or 
  

 2 








 (iii) any combination of the forms of consideration set forth in subsections (i) and
(ii) above. 
 (b) For purposes of determining the amount of the Exercise Price satisfied by the Tendered Shares or the
Attested Shares, such shares shall be valued at their Fair Market Value on the date of tender or attestation, as applicable. The date of exercise shall be deemed to be the date that the notice of exercise and payment of the Exercise Price are
received by the Administrator. 
 (c) Prior to the delivery of any Tendered Shares, Attested Shares or cash pursuant to the
Option (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require the Optionee to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Optionee’s FICA
obligation) required to be withheld with respect to the Option (or exercise thereof). To the extent that the Company is required by Applicable Law to withhold funds for taxes in respect of any exercise of the Option, then the aggregate Exercise
Price shall not be deemed paid and the Option shall not be deemed exercised and the Option Shares issuable upon exercise shall not be deemed issued, until the Optionee has paid to the Company, in a manner provided in this Section 4, the
aggregate amount of such tax withholding. 
 Section 5. Disqualifying Disposition. If the Option is a Qualified Incentive
Stock Option and the Optionee disposes of Option Shares acquired upon exercise of the Option within two years from the Grant Date or one year after such Option Shares were acquired pursuant to exercise of the Option, the Optionee shall notify the
Company in writing of such disposition. 
 Section 6. Nontransferability of Option. The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner by the Optionee, either voluntarily or by operation of law, other than by will or the laws of descent and distribution, and, during the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee. 
 Section 7. Reorganization Event. 
 (a) Upon the occurrence of a Reorganization Event, subject to subsection (b) below, each outstanding Option shall be assumed or an
equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. 
 (b) In the
event that the successor corporation does not assume (within the meaning of Section 9.2 of the Plan) the Option or an equivalent option is not substituted, then the Administrator shall, upon written or electronic notice to the Optionee, provide
that either: (i) the Option will become exercisable in full as of a specified time prior to the Reorganization Event and will terminate immediately prior to the consummation of such Reorganization Event, except to the extent exercised by the
Optionee prior to the consummation of the Reorganization Event; or (ii) the Option will terminate upon consummation of such Reorganization Event and the Optionee will receive, in exchange therefor, a cash payment equal to the amount (if any) by
which (A) the Acquisition Price multiplied by the number of Option Shares subject to the Option, whether or not such Option Shares are then vested in full, exceeds (B) the aggregate Exercise Price of the Option. 
 (c) If the Option is assumed in connection with a Reorganization Event, then the Option shall be appropriately adjusted, immediately after
such Reorganization Event, to apply to the number and class of securities which would have been issuable to the Optionee in consummation of such Reorganization Event had the Option been exercised in full immediately prior to such Reorganization
Event, and appropriate adjustments shall also be made to the Exercise Price, provided that the aggregate Exercise Price shall remain the same. 
 (d) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or to otherwise change its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets. 
  

 3 








 Section 8. Adjustments. In the event that there is any stock dividend that is paid on
Common Stock in shares of Common Stock, or any stock split, reverse stock split, combination or reclassification of Common Stock, or any other increase in the number of outstanding shares of Common Stock without receipt of consideration by the
Company, then the total number and/or class of securities subject to the Option and the Exercise Price of the Option shall be appropriately adjusted, in such manner as the Administrator in its sole discretion deems equitable, in order to prevent
dilution or enlargement of the rights of the Optionee under the Option. 
 Section 9. Repurchase Rights. 
 (a)    (i) In the event that the Optionee’s Service is terminated for any reason (including by the Company with or
without cause), for a period of ten (10) months from the date of such termination, the Company shall have the right to purchase from the Optionee, and if the Company exercises its option pursuant to this Section 9, the Optionee
shall sell to the Company upon the exercise of such right, any or all of the Optionee’s Option Shares at the Fair Market Value per Share. 
 (ii) Notwithstanding the foregoing, in the event the Optionee’s employment is terminated by reason of the Optionee’s death, for a period of nineteen (19) months from the date of such
termination, the Company shall have the right to purchase from the beneficiaries of the estate of the Optionee, and if the Company exercises its option pursuant to this Section 9, the beneficiaries of the estate of the Optionee shall
sell to the Company, upon the exercise of such right, any or all of such Optionee’s Option Shares in accordance with Section 9.1(a)(i) above. 
 (iii) The number of Option Shares subject to purchase pursuant to Sections 9.1(a)(i) and (ii) shall be adjusted to give effect to any stock dividend, or other distribution of stock made
on or in respect of such Option Shares, or any subdivision, combination or reclassification of the outstanding capital stock of the Company or received in exchange for the Option Shares. 
 (b) In order to exercise the option to purchase the Optionee’s Option Shares under this Section 9, the Company shall deliver a
written notice to the Optionee (the “Share Repurchase Notice”), indicating its election to purchase any or all of the Option Shares and specifying the number of Option Shares which the Company elects to purchase and the purchase
price therefor, within ten (10) months after the Optionee’s termination; provided, however, that in the event that the Optionee’s employment is terminated by reason of the Optionee’s death, the Company shall deliver such Share
Repurchase Notice to (i) a beneficiary designated in writing by the Optionee to the Company prior to the Optionee’s death, or (ii) if no such beneficiary has been designated, by the personal representative of the Optionee’s
estate or by the person(s) to whom the Option is transferred pursuant to the Optionee’s will or in accordance with the laws of descent and distribution, within nineteen (19) months after the date of such termination. 
 (c) The repurchase of Option Shares hereunder shall be made on a date within sixty (60) days of the delivery of the Share Repurchase
Notice, by delivery of payment to the Optionee or the administrator of his estate, as applicable, by check or wire transfer, against receipt of one or more certificates, properly endorsed, evidencing the Optionee’s Option Shares to be so
purchased. If the repurchase is not consummated by such date, the Company may deliver to the Optionee or the administrator of his estate, as applicable, by check or wire transfer the applicable repurchase price for the Option Shares to be
repurchased and may cancel the certificates evidencing such Option Shares on the books and records of the Company. 
 (d)
Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Option Shares by the Company shall be subject to applicable restrictions contained in federal law, the Delaware General Corporation Law and in the
Company’s debt and equity financing agreements. Notwithstanding anything to the contrary contained in this Agreement, if any such restrictions prohibit or otherwise delay the repurchase of any Option Shares thereunder which the Company is
otherwise entitled to

  

 4 








 
make, the Company may make such repurchases within sixty (60) days of the date that it is permitted to do so under such restrictions. 
 (e) In the event that any Option Shares are the subject of repurchase by the Company pursuant to this Section 9, the Optionee and his
beneficiaries, successors, assigns or representatives will take all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate
consummation of such repurchase(s) in a timely manner as are requested by the Company. 
 (f) For purposes of this
Section 9, the term “Fair Market Value” shall mean, with respect to any Option Share, (1) the per share price of the last share of Common Stock sold, or (2) the exercise price of the last incentive stock option
granted or nonqualified stock option granted at fair market value, as determined by the Board of Directors of the Corporation, whichever of (1) and (2) occurred nearest in time (but in any event prior) to the employment termination date;
provided, however, that in the event that the date of the closing of the last sale of Common Stock or granting of stock options, as the case may be, was greater than eighteen (18) months prior to the employment termination date
and the Optionee disagrees with such valuation, the Optionee may exercise appraisal rights with respect to the Option Shares in the manner as permitted under Section 262(h) of the General Corporation Law of the State of Delaware as it relates
to the rights of minority stockholders in the context of a merger or consolidation. 
 Section 10. Stockholder Rights;
Stockholders’ Agreement. The holder of the Option shall not have any rights as a stockholder with respect to the Option Shares until such person shall have exercised the Option, paid the Exercise Price and become the record holder of the
purchased Option Shares in accordance with the terms of this Agreement and the Plan. Once the Optionee becomes the holder of the Option Shares, the Optionee hereby agrees to become a party to the Stockholders’ Agreement, dated as of
August 16, 2004, among the Company and certain of its stockholders, as such agreement may be amended from time to time, and hereby agrees to execute a counterpart signature page thereto. 
 Section 11. Notices. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized
courier service, facsimile, registered or certified mail, return receipt requested, or electronic transmission, addressed as follows: 
  

			
	 If to the Company:
	  	 Tengion, Inc.
 2900 Potshop
Lane, Suite 100
 East Norriton, PA 19403
 Attn: President and Chief Executive Officer

		
	 If to the Optionee:
	  	At the address set forth in the Notice of Grant

 or to
such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or
three business days following mailing by registered or certified mail. 
 Section 12. Governing Law. This Agreement shall
be construed and enforced in accordance with the law of the State of Delaware, without giving effect to the conflict of law principles thereof. 
 Section 13. Successors and Assigns. Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto. 
 Section 14. Construction. This Agreement and the Option
evidenced hereby and by the Notice of Grant are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of

  

 5 








 
the Plan. All decisions of the Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in
the Option. 
 [Notice of Exercise follows.] 
  

 6 








 NOTICE OF EXERCISE 
  

	TO:	Tengion, Inc. (the “Company”) 

 Reference is made to the Notice of Grant, dated __________, 20___, evidencing an Option (the “Option”) to purchase an aggregate of _________ shares of Common Stock of the Company at an exercise price of $____ per share.
Capitalized terms used but not defined in this Notice of Exercise have the meanings given to them in the Notice of Grant and the accompanying Option Agreement and Plan. 
 I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant
national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Option Shares. 
 I am paying the Exercise Price for the exercised Option Shares, in accordance with Section 4 of the Option Agreement, as follows: 
 ____________________________________________________________________________________________ 
 ____________________________________________________________________________________________ 
 Please issue the stock certificate for the Option Shares (check one): 
  

	 	 ̈	to me; or 

  

	 	 ̈	to me and ______________________________, as joint tenants with right of survivorship. 

 and mail the certificate to me at the following address: 
 ____________________________________________________________________________________________ 
 ____________________________________________________________________________________________ 
 ____________________________________________________________________________________________ 
 My mailing address for stockholder communications, if different from the address listed above, is: 
 ____________________________________________________________________________________________ 
 ____________________________________________________________________________________________ 
 ____________________________________________________________________________________________ 
 Very truly yours, 
  

					
			
	  	 		 	  
	Optionee Signature	 		 	Date

  

					
			
	  	 		 	  
	Print Name	 		 	Social Security Number

  

 7