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Agenus

Feb 05
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Agenus Prices Public Offering of Common Stock

By Agenus, Press Release, Publicly Listed
Press Release.

 

Lexington, MA (February 5, 2014): Agenus Inc. (Nasdaq: AGEN) today announced the pricing
of an underwritten public offering of 19,335,653 primary shares of its common stock at a price of
$2.70 per share. Agenus has granted the underwriters a 30-day option to purchase up to
2,900,347 additional shares of common stock to cover over-allotments, if any.

William Blair & Company, L.L.C. is acting as sole book-running manager for the
offering. Maxim Group LLC is acting as lead manager and H.C. Wainwright & Co., LLC and
MLV & Co. LLC are acting as co-managers for the offering. Geller Biopharm Inc. is acting as
financial advisor for the offering.

The shares will be issued by Agenus pursuant to a shelf registration statement that was
previously filed with, and declared effective by, the Securities and Exchange Commission
(SEC). A preliminary prospectus supplement related to the offering has been filed with the SEC
and is available on the SEC’s website located at www.sec.gov. A final prospectus supplement
related to the offering will be filed with the SEC.

This press release does not constitute an offer to sell or a solicitation of an offer to buy
nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction. Any offer, if at all, will be made only by means of a
prospectus supplement and accompanying prospectus forming a part of the effective registration
statement, copies of which may be obtained, when available, from William Blair & Company,
L.L.C., Attention: Prospectus Department, 222 West Adams Street, Chicago, IL 60606, by
telephone at (800) 621-0687, or by e-mail at prospectus@williamblair.com.

About Agenus

Agenus Inc. is a biotechnology company working to develop treatments for cancers and
infectious diseases. The company is focused on immunotherapeutic products based on strong
platform technologies with multiple product candidates advancing through the clinic, including
several product candidates that have advanced into late-stage clinical trials through corporate
partners. Between Agenus and its partners, 23 programs are in clinical development.

Additional Information

Statements made in this press release include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, regarding, but not limited to, the use of proceeds
from the offering. Forward-looking statements can be identified by the use of words such as
“may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable
terminology. Such forward-looking statements are inherently subject to certain risks, trends and
uncertainties, many of which Agenus cannot predict with accuracy and some of which Agenus
might not even anticipate, and involve factors that may cause actual results to differ materially
from those projected or suggested. These risks and uncertainties include, among others, the
factors described under the Risk Factors section of Agenus’ Current Report on Form 8-K, which
was filed with the SEC on February 4, 2014. Agenus cautions investors not to place considerable
reliance on the forward-looking statements contained in this release. These statements speak only
as of the date of this press release, and Agenus undertakes no obligation to update or revise the
statements.

Media and Investor Contact:
Jonae R. Barnes
Vice President
Investor Relations and
Corporate Communications
jonae.barnes@agenusbio.com
617-818-2985

Jan 13
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Agenus Enters into Definitive Agreement to Acquire Privately Held 4-Antibody AG

By Agenus, Press Release, Publicly Listed
Press Release.

 

  • 4-Antibody has a powerful platform for rapid discovery and optimization of fully-human antibodies against a wide array of  molecular targets
  • Lead programs target six immune checkpoint molecules
  • Checkpoint antibodies have produced unprecedented results against a variety of cancers affecting a large number of patients
  • Collaborations with the Ludwig Institute for Cancer Research and Memorial Sloan-Kettering Cancer Center

Lexington, MA – January 13, 2014

Agenus Inc. (Nasdaq: AGEN) a biotechnology company developing novel immune system activating treatments for cancers and infectious diseases, today announced that it has entered into a definitive agreement to acquire 4-Antibody AG, a private European-based biopharmaceutical company. 4-Antibody has a technology platform for the rapid discovery and optimization of fully-human antibodies against a wide array of molecular targets of interest. These targets include checkpoint molecules that regulate immune response to cancers and other diseases. The company has multiple preclinical immune checkpoint antibody programs targeting numerous checkpoint molecules, including GITR and OX40, as well as four additional undisclosed checkpoint programs. These checkpoint programs are being pursued through a strategic collaboration with the Ludwig Institute for Cancer Research and Memorial Sloan-Kettering Cancer Center (MSKCC) in New York.

Checkpoint-targeting antibodies have produced unprecedented clinical results in various cancers, such as melanoma, renal cell carcinoma and non-small cell lung cancer (NSCLC). There is also a growing interest in combining checkpoint-targeting antibodies with other immune stimulating agents.

Under the terms of the agreement, Agenus has agreed to acquire all of the outstanding stock of 4-Antibody for an initial payment of $10 million in shares of Agenus common stock, plus additional contingent payments, payable in cash or Agenus common stock, that may exceed $40 million based on the combined company achieving certain milestones. The transaction is expected to be completed by the end of February 2014, subject to customary closing conditions.

Agenus intends to maintain 4-Antibody’s current operations in Basel, Switzerland and Jena, Germany, and to retain the 4-Antibody management team as part of the combined company. In addition, Shahzad Malik, M.D., General Partner at Advent Venture Partners, 4-Antibody’s largest investor, will be appointed to Agenus’ Board of Directors upon the closing.

“This acquisition will initially provide Agenus with two leading edge checkpoint antibody programs targeting GITR and OX40 as well as programs targeting numerous additional checkpoint molecules,”

said Garo Armen, Ph.D., CEO and chairman of Agenus.

“With these assets, we will be uniquely positioned to pursue cancer immunotherapy with a broad portfolio of innovative approaches. Furthermore, we will gain a flexible platform for rapid discovery and optimization of fully-human antibodies against a wide array of molecular targets of interest.”

4-Antibody is in collaboration with leading institutions such as the Ludwig Institute for Cancer Research and MSKCC, and corporate collaborations include Brazil based Recepta Biopharma. The company is in discussions for additional potential corporate partnerships.

“The translational expertise of the Ludwig Institute and MSKCC, coupled with 4-Antibody’s powerful antibody discovery platform, has allowed us to generate a robust product pipeline of programs in the fast moving immune checkpoint field. Agenus’ extensive experience in pre-clinical and clinical development of immunotherapies provides a unique combination of resources for the speedy development of these programs,”

said Robert Burns, Ph.D, CEO of 4-Antibody.

About Checkpoint Antibodies
Considerable recent interest in the field of cancer immunotherapy has been generated by promising clinical data with monoclonal antibodies that bind to checkpoint molecules, such as cytotoxic T lymphocyte antigen-4 (CTLA-4) and programmed death receptor-1 (PD-1). Blocking these checkpoint molecules unlocks the braking mechanism that gets in the way of immune cells attacking cancer cells.
Other checkpoint molecules, such as GITR and OX40, act to stimulate immune function. 4-Antibody has cutting edge programs to discover and develop fully human or humanized monoclonal antibodies that act as agonists for GITR or OX40 signaling.

About Agenus
Agenus Inc. is a biotechnology company developing treatments for cancers and infectious diseases. The company has multiple immunotherapeutic products in its clinical development portfolio. Through partnerships involving its QS-21 Stimulon adjuvant, there are 21 candidates in clinical development. These include four late stage Phase 3 programs with GlaxoSmithKline. For more information, please visit www.agenusbio.com, or connect with the company on Facebook, LinkedIn, Twitter and Google+.

About 4-Antibody AG
4-Antibody has developed a powerful fully-human antibody drug-discovery and optimization technology platform which it is utilizing to generate a novel pipeline of antibody therapeutic candidates. The company’s proprietary discovery engine Retrocyte Display® generates high quality therapeutic antibody drug candidates quickly using a high-throughput approach incorporating full-length IgG format human antibody libraries expressed in mammalian B-lineage cells. 4-Antibody is a private company located in Basel, Switzerland and Jena, Germany. For more information please visit: www.4-antibody.com

Forward-Looking Statement
This press release contains forward-looking statements, including without limitation, statements regarding the proposed acquisition of 4-Antibody, the potential effects that the acquisition of 4-Antibody may have on the business of the Company, and the ability of 4-Antibody platform to generate product candidates and their potential application in the prevention and treatment of diseases. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, the factors described under the Risk Factors section of our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the period ended September 30, 2013. Agenus cautions investors not to place considerable reliance on the forward-looking statements contained in this release. These statements speak only as of the date of this document, and Agenus undertakes no obligation to update or revise the statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Agenus’ business is subject to substantial risks and uncertainties, including those identified above. When evaluating Agenus’ business and securities, investors should give careful consideration to these risks and uncertainties.