AGENUS INC. (NASDAQ:AGEN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

As previously disclosed, Agenus Inc. and its wholly-owned
subsidiary, Agenus Switzerland Inc. (formerly known as 4-Antibody
AG) (together, Agenus), are parties to a License, Development and
Commercialization Agreement with Incyte Corporation and a
wholly-owned subsidiary thereof (together, Incyte) dated January
9, 2015 (the Collaboration Agreement). to the terms of the
Collaboration Agreement, the parties have been developing
antibodies directed at seven checkpoint targets: GITR, OX40,
TIM-3, LAG-3 and three undisclosed targets. The programs
targeting GITR, OX40 and two of the undisclosed targets were
profit-share programs, with the parties sharing all costs and
profits on a 50:50 basis. The programs targeting TIM-3, LAG-3 and
one of the undisclosed targets were royalty-bearing programs,
with Incyte paying all costs and Agenus eligible to receive
milestones and royalties generally ranging from 6-12%.

On February 14, 2017, the parties amended the Collaboration
Agreement by entering into a First Amendment to License,
Development and Commercialization Agreement (the Amendment). to
the terms of the Amendment, the GITR and OX40 programs
immediately converted from profit-share programs to
royalty-bearing programs with Agenus now eligible to receive a
flat 15% royalty on global net sales should any candidates from
either of these two programs be approved. Incyte is now
responsible for global development and commercialization and all
associated costs for these programs. In addition, the
profit-share programs relating to the two undisclosed targets
were removed from the collaboration, with one reverting to Incyte
and one to Agenus. Should any of those programs be successfully
developed by a party, the other party will be eligible to receive
the same milestone payments as the royalty-bearing programs and
royalties at a 15% rate on global net sales. The terms for the
remaining three royalty-bearing programs targeting TIM-3, LAG-3
and one undisclosed target remain unchanged, with Incyte being
responsible for global development and commercialization and all
associated costs. The Amendment gives Incyte exclusive rights and
all decision-making authority for manufacturing, development, and
commercialization with respect to all royalty-bearing programs.

In connection with the Amendment, Incyte paid Agenus $20.0
million in accelerated milestones related to the clinical
development of the antibody candidates targeting GITR and OX40.
Agenus is now eligible to receive up to an additional $510.0
million in future potential development, regulatory and
commercial milestones across all programs in the collaboration.

On February 14, 2017, Agenus Inc. and Incyte Corporation also
entered into a Stock Purchase Agreement (the Stock Purchase
Agreement and together with the Amendment, the Agreements), to
which Incyte purchased 10million shares of Agenus common stock
(the Shares) at a purchase price of $6.00 per share. Incyte now
owns approximately 18.1% of the outstanding shares of Agenus.
Under the Stock Purchase Agreement, Incyte has agreed not to
dispose of any of the Shares for a period of 12 months and to
vote the Shares in accordance with the recommendations of the
Agenus board of directors in connection with certain equity
incentive plan or compensation matters for a period of 18 months,
and Agenus has agreed to certain registration rights with respect
to the Shares. Under the Amendment, the parties also revised the
existing standstill provision to permit Incytes acquisition of
the Shares, but Incyte is precluded from acquiring any additional
shares of Agenus voting stock until December 31, 2019.

The foregoing descriptions of the Agreements do not purport to be
complete and are qualified in their entirety by reference to the
text of the Agreements, which will be filed as exhibits to Agenus
Quarterly Report on Form 10-Q for the quarter ending March 31,
2017.

On February 14, 2017, Agenus and Incyte issued a joint press
release relating to the Agreements. A copy of this press release
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

The information contained above in Item1.01 is hereby
incorporated by reference into this Item3.02 in its entirety. The
Shares were sold to Incyte Corporation in reliance upon an
exemption from registration afforded by Section4(a)(2)of the
Securities Act, and Rule506 of Regulation D promulgated
thereunder, as the transaction does not involve any public
offering. Incyte Corporation has represented to Agenus that it is
an accredited investor within the meaning of Regulation D.

About AGENUS INC. (NASDAQ:AGEN)

Agenus Inc. (Agenus) is an immuno-oncology company. The Company is engaged in discovering and developing treatments for patients with cancer. Its approaches are driven by platforms and programs, which include antibody discovery platform, including Retrocyte Display, SECANT yeast display and phage display technologies designed to produce human antibodies; antibody candidate programs, including checkpoint modulator (CPM) programs; vaccine programs, including Prophage and AutoSynVax, and saponin-based vaccine adjuvants, principally QS-21 Stimulon adjuvant (QS-21 Stimulon). The Company has a portfolio of programs in various stages of development, including a series of antibodies in discovery and pre-clinical and clinical development, Prophage vaccine, a Heat Shock Protein (HSP)-based vaccine candidate for a form of brain cancer that has completed Phase II trials, and a number of QS-21 Stimulon-containing vaccine candidates in late stage development.

AGENUS INC. (NASDAQ:AGEN) Recent Trading Information

AGENUS INC. (NASDAQ:AGEN) closed its last trading session up +0.28 at 4.40 with 6,627,056 shares trading hands.