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

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

  *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

Business Wire

LEXINGTON, Mass. -- 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.

Contact:

Agenus Inc.
Jonae R. Barnes, 617-818-2985
Vice President
Investor Relations and Corporate Communications
jonae.barnes@agenusbio.com
 
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