SecProbe.io

November 3, 2019
Garo H. Armen, Ph.D.
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 October 25, 2019
File No. 333-234333
Dear Dr. Armen:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 this comment, we may have additional comments.
Registration Statement on Form S-3 filed October 25, 2019
General
1.We note that there are outstanding comments on your Form 10-K for the fiscal year ended
December 31, 2018.  Please be advised that we will not be in a position to declare your
registration statement on Form S-3 effective until all comments on your Exchange Act
filing are resolved.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameGaro H. Armen, Ph.D.
 Comapany NameAgenus Inc.
 November 3, 2019 Page 2
 FirstName LastName
Garo H. Armen, Ph.D.
Agenus Inc.
November 3, 2019
Page 2
            Please contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Zachary R. Blume - Ropes & Gray LLP