SecProbe.io

Mail Stop 4720
March 10 , 2016

Garo H. Armen
Chief Executive Officer
Agenus Inc.
3 Forbes Road
Lexington, MA 02421

Re: Agenus Inc.
Registration Statement on Form S -3
Filed  March 4 , 2016
  File No.  333-209941

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 .  If you do not believe our com ments 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, w e may have  additional comments.

General

1. Please note that we will not be in a position to take your filing effective until you have
include d audited financial statements for the year ended December 31, 2015  pursuant to
Article 3 -01 of Regulation S -X. Please be advised that if you choose to incorporate by
reference your Form 10 -K for the fiscal year ended December 31, 2015 which, in turn,
incorporates by reference the Part III information to be included in yo ur 2016 Definitive
Proxy Statement, such Part III information would be required to be filed prior to
effectiveness of your registration statement.   For guidance, please refer to the Division of
Corporation Finance’s Securities Act Forms Compliance and Disc losure Interpretation
123.01, available on the Commission’s website.

2. We note that you have a pending confidential treatment request.  We will not be in a
position to accelerate the effectiveness of your registration statement until we have
completed proce ssing your confidential treatment request.

Garo H. Armen
Agenus Inc.
March 10, 2016
Page 2

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 Securiti es 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.

Notwithstanding our comments, in the eve nt you request acceleration of the effective date
of the pending registration 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 t o 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 effect iveness 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 acceler ation 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.

Please contact Alla Berenshteyn at (202) 551 -4325  or Mary Beth Breslin  at (202) 551 -
3625 with any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: John R. Pitfield
Choate, Hall & Stewart LLP