Item 1.01 Entry into a Material Definitive Agreement

Consent and Amendment Agreement

On January 30, 2013, Tengion, Inc. (the "Company") entered into a Second Consent and Amendment Agreement (the "Second Amendment") with investors (the "Investors") in the Company's private placement completed on October 2, 2012 (the "October 2012 Financing"). Pursuant to the Second Amendment, the Investors agreed to extend the interest payments which were due on February 1, 2013 under the Consent and Amendment Agreement entered into by the Company and the Investors on December 31, 2012 (the "First Amendment") relating to the convertible notes issued in the October 2012 Financing to February 15, 2013. The aggregate amount of the interest payments is $500,576.76, which amount will continue to accrue interest at the rate of ten percent (10%) per annum.

Additionally, the Second Amendment amends the registration rights agreement between the Company and the Investors entered into in connection with the October 2012 Financing, as amended by the First Amendment, to extend the deadline to register the shares underlying the convertible notes and warrants issued in the October 2012 Financing from January 30, 2013 to March 1, 2013, a date that is 150 days following the issuance of the convertible notes and warrants.

The foregoing description of the Second Amendment is qualified in its entirety by reference thereto, filed as Exhibit 10.1 to this current report on Form 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1 Second Consent and Amendment Agreement by and between Tengion, Inc. and the investors party thereto, dated January 30, 2013

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