SecProbe.io

January 3, 2013

Via E -mail
Mr. Garo H. Armen
Chief Executive Officer and Chairman of the Board
Agenus Inc.
3 Forbes Road
Lexington, MA 02421

Re: Agenus Inc.
  Registration Statement on Form S-3
Filed  December 21, 2012
  File No.  333-185657

Dear Mr. Armen :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Registration Statement on Form S -3

1. Please refer to the third prospectus in this registration statement relating to the issuance
and sale, by the company, of up to 766,036 shares of common stock issuable upon the
conve rsion of 3,105 shares of Series B2 Convertible Preferred Stock.  It appears that
these shares of common stock were included in the number of common shares to be
registered in the Secondary Offering portion of the registration statement fee table.
Please r evise the fee table to reduce the number of shares being registered for the
Secondary Offering by the 766,036 shares issuable upon conversion of Series B2
Convertible Preferred Stock.  These shares represent a portion of the shares being
registered in the Primary Offering.

2. Please refer to the second prospectus in this registration statement relating to the issuance
and sale of up to 10 million shares of common stock through your sales agent, MLV&

Mr. Garo H. Armen
Agenus Inc.
January 3, 2013
Page 2

 Co. LLC.  Please revise the Prospectus Cover Page and Plan o f Distribution in the second
prospectus to identify MLV as an underwriter in this offering.

3. Please refer to the legal opinion filed as Exhibit 5.1.  The third paragraph in the legal
opinion refers to the 3,384,152 shares of common stock issuable upon the  exercise of
certain warrants, which are held by certain selling stockholders.  This amount is not
consistent with information in the fourth and fifth prospectuses in this registration
statement, relating to an aggregate of 2,618,116 shares of common stock  issuable upon
the exercise of certain warrants held by selling shareholders.  Please revise the legal
opinion accordingly.

In addition, it does not appear that counsel has opined as to the legality of the 766,036
shares of common stock issuable by the Company upon the conversion of 3,105 shares of
Series B2 Convertible Preferred Stock.  Please revise the legal opinion accordingly.  For
guidance, please refer to Section II.B of Staff Legal Bulletin No. 19 (Oct. 14, 2011).

We urge all persons who are r esponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possess ion of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registrat ion statement please provide a written statement from the company
acknowledging 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;

 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

 the company  may not assert 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 refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Mr. Garo H. Armen
Agenus Inc.
January 3, 2013
Page 3

 You may contact Rose Zukin at (202) 551 -3239 or me at (202) 551 -3710 with any
questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

cc: William B. Asher, Esquire
Choate, Hall & Stewart LLP
Two Internationa l Place
Boston, MA 02110