SecProbe.io

May 6, 2015

Via E -mail
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 May 1, 2015
  File No. 333-203807

Dear Mr. Armen :

We have reviewed your registration statement  and have the following comment.  If you
do not believe this comment applies to your facts and circumstances, please tell us why in your
response.

After reviewing any information you provide in response to this comment, we may have
additional comments.

1. We have limited our review of your registration statement to the resolution of your
pending confidential treatment request.  Please be advised that we will not be in a
position to declare your registration statement effective until all outstanding comments , if
any, on your request for confidential treatment have been cleared.

We urge all persons who are responsible 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
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstand ing our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated au thority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Garo H. Armen
Agenus Inc.
May 6, 2015
Page 2

  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 i n the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Tara Keating Brooks  at (202) 551 -8336 , Daniel Greenspan at (202) 551 -
3623 or me at (202) 551 -3715  with any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Gerald E. Quirk, Esq.
Choate, Hall & Stewart LLP