AGENUS INC

We seek to protect our technologies through a combination of patents, trade secrets and know-how. As of the date of this report, we own, co-own or have exclusive rights to at least 44 issued United States patents and at least 300 issued foreign patents. We also own, co-own or have exclusive rights to at least 40 pending United States patent applications and at least 200 pending foreign patent applications.

Through various acquisitions and collaborations, we own, co-own or have exclusive rights to patents and patent applications directed to methods and compositions, including methods for identifying therapeutic antibodies and product candidates arising from our technology platforms. In particular, we own patents and patent applications relating to our Retrocyte Display technology platform, a high-throughput antibody expression platform for the identification of fully human and humanized monoclonal antibodies.

As we advance our research and development activities with institutional and corporate collaborators, we continue to seek patent protection for newly identified antibodies and product candidates. We can provide no assurance that any of our patents or patent applications, whether owned, acquired or in-licensed, will result in commercially valuable, valid or enforceable protection.

The patent rights for each of our clinical candidates, along with the year in which the basic product patent expires, are listed for the programs set forth in the table below. Unless otherwise indicated, the years shown in the table represent the expiration dates of the basic product patents for the respective products. The listed expiration dates do not reflect potential patent term extensions, supplementary protection certificates, or regulatory exclusivity periods, including pediatric exclusivity. In some cases, we may obtain later-expiring patents relating to our products that cover particular forms or compositions, manufacturing methods, or the use of the drug to treat specific diseases or conditions. However, such patents may not, in all cases, protect our products from generic or, where applicable, biosimilar competition after the expiration of the basic patent.

Projected Patent Expiration Year on a Candidate by Candidate Basis

Various patents and patent applications have been exclusively licensed to us by the following entity:

Ludwig Institute for Cancer Research

On December 5, 2014, we entered into a license agreement with the Ludwig Institute for Cancer Research Ltd. (“Ludwig”) that replaced and superseded a prior agreement between the parties executed in May 2011. Under this agreement, Ludwig granted us an exclusive, worldwide license to certain intellectual property rights held by Ludwig and Memorial Sloan Kettering Cancer Center arising from the prior agreement to further develop and commercialize GITR, OX40, and TIM-3 antibodies.

On January 25, 2016, we entered into a second license agreement with Ludwig, on substantially similar terms, to develop our first generation CTLA-4 (zalifrelimab) and PD-1 antibodies.

Pursuant to the December 2014 license agreement, we made an upfront payment of $1.0 million to Ludwig. The agreement also requires us to make potential milestone payments of up to $20.0 million for events occurring prior to regulatory approval of licensed GITR, OX40, and TIM-3 products, and potential milestone payments in excess of $80.0 million if those licensed products are approved in multiple jurisdictions, approved for more than one indication, and achieve certain sales milestones.

Under the January 2016 license agreement, we are obligated to make potential milestone payments of up to $12.0 million for events prior to regulatory approval of CTLA-4 and PD-1 licensed products, and potential milestone payments of up to $32.0 million if certain sales milestones are achieved.

Under both license agreements, we are also obligated to pay Ludwig low- to mid-single-digit royalties on all net sales of licensed products during the royalty period. In addition, we must pay Ludwig a percentage of any sublicensing income, ranging from a low- to mid-double-digit percentage depending on various factors.

Each license agreement may be terminated: (i) by either party if the other party commits a material breach that remains uncured; (ii) by either party if the other party initiates bankruptcy, liquidation, or similar proceedings; or (iii) by us for convenience upon 90 days’ prior written notice. The agreements also include customary representations and warranties, mutual indemnification, confidentiality, and arbitration provisions.