TENGION, INC.
3929 Westpoint Blvd., Suite G
Winston-Salem, NC 27103
(336) 722-5855
February 10, 2012
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Jeffrey Riedler |
| | Rose Zukin |
| Re: | Tengion, Inc. Registration Statement |
| | on Form S-3 (File No. 333-179293) |
We respectfully request that the Commission, acting pursuant to Section 8(a) of the Securities Act of 1933, as amended, and pursuant to Rule 461(a) promulgated thereunder, enter an appropriate order declaring the above-captioned Registration Statement on Form S-3 effective as of 4:00 p.m., February 10, 2012, or as soon thereafter as practicable.
In connection with that request Tengion, Inc. (the “Company”) acknowledges: (i) that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please direct any questions regarding the Registration Statement or this request to Justin P. Klein at Ballard Spahr LLP at 215-864-8606.
| | | |
| | | |
| | /s/ A. Brian Davis | |
| | A. Brian Davis | |
| | Chief Financial Officer and Vice President, Finance | |
