SecProbe.io

April 25, 2016

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

Re: Agenus Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed April 15, 2016
File No. 000 -29089

Dear Mr. Armen :

We have limited our review of  your filing to those issues we have addressed in our
comment .

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment  applies to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may fi le in response to this
comment , we may have  additional comments.

Proposal 2, page 53

1. We note that you have proposed an amendment to your certificate of incorporation that
would increase the number of authorized shares of your common stock. Please revise
your disclosure to describe a ny specific plans, arrangements or understandings  to issue
any of the shares that will be newly available for issuance  following shareholder approval
of the increase .  If you have no such plans, p lease revise your disclosure to so state.  If
such plans exist, please provide the disclosures required per Note A of Schedule 14A .

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 Exchange Act of
1934 and all applicable Exchange 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 accurac y
and adequacy of the disclosures they have made.

Garo H. Armen
Agenus Inc.
April 25, 2016
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff c omments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or a ny person under the federal securities laws of the United States.

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: Zachary R. Blume
Ropes & Gray  LLP