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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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06-1562417
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Common Stock, $.01 Par Value
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The NASDAQ Capital Market
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(Title of each class)
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(Name of each exchange on which registered)
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Page
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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Item 1.
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Business
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Item 1A.
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Risk Factors
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•
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the scope, progress, results and costs of researching and developing our future product candidates, and conducting preclinical and clinical trials;
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•
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our ability to establish and maintain strategic partnerships, licensing or other arrangements and the financial terms of such agreements;
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•
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the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; and
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•
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seek additional financing in the debt or equity markets;
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•
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refinance or restructure all or a portion of our indebtedness;
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•
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sell, out-license, or otherwise dispose of assets; and/or
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•
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reduce or delay planned expenditures on research and development and/or commercialization activities.
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•
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incur certain additional indebtedness;
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•
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make certain investments;
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•
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enter into certain affiliated party transactions;
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•
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create certain liens;
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•
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consolidate, merge, sell or otherwise dispose of our assets; and/or
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•
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change our line of business.
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•
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commercialize their product candidates sooner than we commercialize our own;
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•
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develop safer or more effective therapeutic drugs or preventive vaccines and other therapeutic products;
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•
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implement more effective approaches to sales and marketing and capture some of our potential market share;
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•
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establish superior intellectual property positions;
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•
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discover technologies that may result in medical insights or breakthroughs, which render our drugs or vaccines obsolete, possibly before they generate any revenue; or
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•
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adversely affect our ability to recruit patients for our clinical trials.
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•
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difficulty or inability to secure financing to fund development activities for such development, acquisition or in-licensed products or technologies;
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•
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incurrence of substantial debt or dilutive issuances of securities to pay for development, acquisition or in-licensing of new products;
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•
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disruption of our business and diversion of our management's time and attention;
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•
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higher than expected development, acquisition or in-license and integration costs;
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•
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exposure to unknown liabilities;
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•
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difficulty and cost in combining the operations and personnel of any acquired businesses with our operations and personnel;
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•
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inability to retain key employees of any acquired businesses;
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•
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difficulty in managing multiple product development programs; and
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•
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inability to successfully develop new products or clinical failure.
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•
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adversely affect the marketing of any products we or our licensees or collaborators develop;
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•
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impose significant additional costs on us or our licensees or collaborators;
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•
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diminish any competitive advantages that we or our licensees or collaborators may attain;
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•
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limit our ability to receive royalties and generate revenue and profits; and
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•
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adversely affect our business prospects and ability to obtain financing.
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•
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decreased demand for Oncophage or our product candidates;
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•
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regulatory investigations;
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•
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injury to our reputation;
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•
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withdrawal of clinical trial volunteers;
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•
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costs of related litigation; and
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•
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substantial monetary awards to plaintiffs.
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•
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continuing operating losses, which we expect over the next several years as we continue our development activities;
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•
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announcements of decisions made by public officials;
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•
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results of our preclinical studies and clinical trials;
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•
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announcements of new collaboration agreements with strategic partners or developments by our existing collaborative partners;
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•
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announcements of technological innovations, new commercial products, failures of products, or progress toward commercialization by our competitors or peers;
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•
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developments concerning proprietary rights, including patent and litigation matters;
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•
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publicity regarding actual or potential results with respect to product candidates under development; and
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•
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quarterly fluctuations in our financial results;
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•
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variations in the level of expenses related to any of our product candidates or clinical development programs;
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•
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additions or departures of key scientific or management personnel;
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•
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conditions or trends in the biotechnology and biopharmaceutical industries;
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•
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other events or factors, including those resulting from war, incidents of terrorism, natural disasters or responses to these events;
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•
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changes in accounting principles;
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•
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general economic and market conditions and other factors that may be unrelated to our operating performance or the operating performance of our competitors, including changes in market valuations of similar companies; and
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•
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sales of common stock by us or our stockholders in the future, as well as the overall trading volume of our common stock.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Name
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Age
|
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Title
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Garo H. Armen, Ph.D.
|
60
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|
Chairman of the Board and Chief Executive Officer
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Christine M. Klaskin
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47
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Vice President, Finance, Principal Accounting Officer, and Principal Financial Officer
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Karen H. Valentine
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41
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Vice President and General Counsel
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Kerry A. Wentworth
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40
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Vice President, Clinical, Regulatory & Quality
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
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Low
|
||||
2011
|
|
|
|
||||
First Quarter
|
$
|
6.96
|
|
|
$
|
5.16
|
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Second Quarter
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6.72
|
|
|
4.62
|
|
||
Third Quarter
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5.10
|
|
|
2.76
|
|
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Fourth Quarter
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4.43
|
|
|
1.92
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|
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2012
|
|
|
|
||||
First Quarter
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6.85
|
|
|
2.00
|
|
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Second Quarter
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7.41
|
|
|
4.76
|
|
||
Third Quarter
|
5.47
|
|
|
4.30
|
|
||
Fourth Quarter
|
4.95
|
|
|
3.37
|
|
|
12/31/2007
|
|
12/31/2008
|
|
12/31/2009
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|
12/31/2010
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|
12/31/2011
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|
12/31/2012
|
Agenus Inc.
|
100.00
|
|
23.53
|
|
31.37
|
|
49.51
|
|
16.34
|
|
33.50
|
NASDAQ Stock Market (U.S. Companies) Index
|
100.00
|
|
59.46
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|
85.55
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|
100.02
|
|
98.22
|
|
113.85
|
NASDAQ Biotechnology Index
|
100.00
|
|
87.37
|
|
101.03
|
|
116.19
|
|
129.91
|
|
171.36
|
Item 6.
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Selected Financial Data
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|
For the Year Ended December 31,
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||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
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(In thousands, except per share data)
|
||||||||||||||||||
Consolidated Statement of Operations Data:
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|
|
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|
|
|
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||||||||||
Revenue
|
$
|
15,961
|
|
|
$
|
2,756
|
|
|
$
|
3,360
|
|
|
$
|
3,334
|
|
|
$
|
2,651
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of goods sold
|
(672
|
)
|
|
—
|
|
|
(123
|
)
|
|
—
|
|
|
|
||||||
Research and development
|
(10,564
|
)
|
|
(11,023
|
)
|
|
(12,878
|
)
|
|
(16,903
|
)
|
|
(20,663
|
)
|
|||||
General and administrative
|
(11,465
|
)
|
|
(10,820
|
)
|
|
(12,112
|
)
|
|
(14,110
|
)
|
|
(19,832
|
)
|
|||||
Loss from operations
|
(6,740
|
)
|
|
(19,087
|
)
|
|
(21,753
|
)
|
|
(27,679
|
)
|
|
(37,844
|
)
|
|||||
Non-operating income
|
110
|
|
|
2
|
|
|
4,680
|
|
|
2,568
|
|
|
12,356
|
|
|||||
Interest expense, net
|
(4,695
|
)
|
|
(4,191
|
)
|
|
(4,834
|
)
|
|
(5,207
|
)
|
|
(5,313
|
)
|
|||||
Net loss (1)
|
(11,325
|
)
|
|
(23,276
|
)
|
|
(21,907
|
)
|
|
(30,318
|
)
|
|
(30,801
|
)
|
|||||
Dividends on series A convertible preferred stock
|
(792
|
)
|
|
(790
|
)
|
|
(790
|
)
|
|
(790
|
)
|
|
(790
|
)
|
|||||
Net loss attributable to common stockholders
|
(12,117
|
)
|
|
$
|
(24,066
|
)
|
|
$
|
(22,697
|
)
|
|
$
|
(31,108
|
)
|
|
$
|
(31,591
|
)
|
|
Net loss attributable to common stockholders per common share, basic and diluted
|
$
|
(0.51
|
)
|
|
$
|
(1.21
|
)
|
|
$
|
(1.41
|
)
|
|
$
|
(2.36
|
)
|
|
$
|
(3.00
|
)
|
Weighted average number of shares outstanding, basic and diluted
|
23,629
|
|
|
19,899
|
|
|
16,108
|
|
|
13,170
|
|
|
10,542
|
|
|
December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and short-term investments
|
$
|
21,468
|
|
|
$
|
10,748
|
|
|
$
|
19,782
|
|
|
$
|
30,065
|
|
|
$
|
34,463
|
|
Total current assets
|
22,615
|
|
|
12,004
|
|
|
20,854
|
|
|
31,533
|
|
|
35,486
|
|
|||||
Total assets
|
29,093
|
|
|
19,808
|
|
|
30,907
|
|
|
45,874
|
|
|
56,822
|
|
|||||
Total current liabilities
|
4,813
|
|
|
4,754
|
|
|
5,416
|
|
|
5,355
|
|
|
6,997
|
|
|||||
Long-term debt, less current portion
|
35,714
|
|
|
32,726
|
|
|
34,050
|
|
|
49,494
|
|
|
64,126
|
|
|||||
Stockholders’ deficit
|
(17,600
|
)
|
|
(20,831
|
)
|
|
(14,707
|
)
|
|
(16,975
|
)
|
|
(20,330
|
)
|
(1)
|
Given our history of incurring operating losses, no income tax benefit has been recognized in our consolidated statements of operations because of the loss before income taxes, and the need to recognize a valuation allowance on the portion of our deferred tax assets which will not be offset by the reversal of deferred tax liabilities.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Research and
Development Program
|
|
Product
|
|
Year Ended December 31,
|
|
Prior to
2010
|
|
|
Total
|
|||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
||||||||||||||||
Heat shock proteins for cancer
|
|
Prophage
Series
Vaccines
|
|
$
|
5,613
|
|
|
$
|
10,182
|
|
|
$
|
10,960
|
|
|
$
|
270,891
|
|
|
$
|
297,646
|
|
Heat shock proteins for infectious diseases
|
|
HerpV
|
|
4,862
|
|
|
734
|
|
|
644
|
|
|
17,710
|
|
|
23,950
|
|
|||||
Vaccine adjuvant *
|
|
QS-21 Stimulon
|
|
85
|
|
|
94
|
|
|
1,185
|
|
|
11,219
|
|
|
12,583
|
|
|||||
Other research and development programs
|
|
|
|
4
|
|
|
13
|
|
|
89
|
|
|
33,438
|
|
|
33,544
|
|
|||||
Total research and development expenses
|
|
|
|
$
|
10,564
|
|
|
$
|
11,023
|
|
|
$
|
12,878
|
|
|
$
|
333,258
|
|
|
$
|
367,723
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
More than
5 Years
|
||||||||||
Long-term debt (1)
|
$
|
44,753
|
|
|
$
|
263
|
|
|
$
|
44,490
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases (2)
|
15,762
|
|
|
1,336
|
|
|
2,855
|
|
|
3,038
|
|
|
8,533
|
|
|||||
Total
|
$
|
60,515
|
|
|
$
|
1,599
|
|
|
$
|
47,345
|
|
|
$
|
3,038
|
|
|
$
|
8,533
|
|
(1)
|
Assumes the 2006 Notes are not converted and are paid at maturity on August 31, 2014. In certain circumstances, the 2006 Notes could be converted before then. Also includes fixed interest payments, some of which may be paid in kind
|
(2)
|
Effective March 2012, we sublet part of our Lexington facility to Hydra Biosciences Inc. whose lease expires in August 2013. Our Lexington facility and New York office leases expire August 2023 and May 2020, respectively.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Estimated
Fair Value (2)
|
Outstanding
Principal Amount
December 31, 2011
|
|
Year of Maturity
|
|||||
|
2013
|
|
2014
|
|
2015
|
|
|||
Long-term debt (1)
|
$32,163
|
$39,238
|
|
$204
|
|
$39,034
|
|
$—
|
|
(1)
|
Fixed interest rates are 8% and 11.75%. The above table is based on the assumptions that future interest on the 2006 Notes is paid in cash and that these notes are not converted at maturity August 31, 2014. In certain circumstances, the 2006 Notes could be converted before then.
|
(2)
|
The estimated fair value of our long-term debt was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date.
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
21,468,269
|
|
|
$
|
10,747,951
|
|
Inventories
|
16,022
|
|
|
20,072
|
|
||
Accounts receivable
|
552,334
|
|
|
—
|
|
||
Prepaid expenses
|
545,907
|
|
|
536,270
|
|
||
Other current assets
|
32,156
|
|
|
699,786
|
|
||
Total current assets
|
22,614,688
|
|
|
12,004,079
|
|
||
Plant and equipment, net of accumulated amortization and depreciation of $27,404,751 and $26,081,778 at December 31, 2012 and 2011, respectively
|
2,606,428
|
|
|
4,136,699
|
|
||
Goodwill
|
2,572,203
|
|
|
2,572,203
|
|
||
Other long-term assets
|
1,299,304
|
|
|
1,094,549
|
|
||
Total assets
|
$
|
29,092,623
|
|
|
$
|
19,807,530
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Current portion, long-term debt
|
$
|
204,088
|
|
|
$
|
197,684
|
|
Current portion, deferred revenue
|
1,527,883
|
|
|
1,542,395
|
|
||
Accounts payable
|
634,752
|
|
|
807,928
|
|
||
Accrued liabilities
|
2,168,338
|
|
|
1,730,290
|
|
||
Other current liabilities
|
277,927
|
|
|
475,342
|
|
||
Total current liabilities
|
4,812,988
|
|
|
4,753,639
|
|
||
Convertible notes
|
35,679,232
|
|
|
32,637,757
|
|
||
Other long-term debt
|
34,427
|
|
|
88,247
|
|
||
Deferred revenue
|
4,800,776
|
|
|
2,078,651
|
|
||
Other long-term liabilities
|
1,365,357
|
|
|
1,080,201
|
|
||
Commitments and contingencies (Notes 12 and 15)
|
|
|
|
||||
STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Preferred stock, par value $0.01 per share; 5,000,000 and 25,000,000 shares authorized at December 31, 2012 and 2011, respectively:
|
|
|
|
||||
Series A convertible preferred stock; 31,620 shares designated, issued, and outstanding at December 31, 2012 and 2011; liquidation value of $32,016,485 at December 31, 2012
|
316
|
|
|
316
|
|
||
Series B2 convertible preferred stock; 3,105 shares designated, issued, and outstanding at December 31, 2012 and 2011
|
31
|
|
|
31
|
|
||
Common stock, par value $0.01 per share; 70,000,000 and 250,000,000 shares authorized December 31, 2012 and 2011, respectively; 24,645,112 and 21,535,037 shares issued at December 31, 2012 and 2011, respectively
|
246,451
|
|
|
215,350
|
|
||
Additional paid-in capital
|
595,917,080
|
|
|
581,392,602
|
|
||
Treasury stock, at cost; 43,490 shares of common stock at December 31, 2012 and 2011
|
(324,792
|
)
|
|
(324,792
|
)
|
||
Accumulated deficit
|
(619,019,367
|
)
|
|
(607,694,596
|
)
|
||
Noncontrolling interest
|
5,580,124
|
|
|
5,580,124
|
|
||
Total stockholders’ deficit
|
(17,600,157
|
)
|
|
(20,830,965
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
29,092,623
|
|
|
$
|
19,807,530
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Product revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,500
|
|
Grant revenue
|
—
|
|
|
—
|
|
|
424,720
|
|
|||
Service revenue
|
1,489,821
|
|
|
—
|
|
|
—
|
|
|||
Research and development revenue
|
14,470,895
|
|
|
2,755,772
|
|
|
2,882,391
|
|
|||
Total revenues
|
15,960,716
|
|
|
2,755,772
|
|
|
3,359,611
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Cost of revenues
|
(671,972
|
)
|
|
—
|
|
|
(122,946
|
)
|
|||
Research and development
|
(10,564,195
|
)
|
|
(11,022,391
|
)
|
|
(12,877,695
|
)
|
|||
General and administrative
|
(11,465,092
|
)
|
|
(10,820,187
|
)
|
|
(12,111,507
|
)
|
|||
Operating loss
|
(6,740,543
|
)
|
|
(19,086,806
|
)
|
|
(21,752,537
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Non-operating income
|
110,473
|
|
|
1,941
|
|
|
4,680,120
|
|
|||
Interest expense
|
(4,718,037
|
)
|
|
(4,210,097
|
)
|
|
(4,871,446
|
)
|
|||
Interest income
|
23,336
|
|
|
18,787
|
|
|
37,560
|
|
|||
Net loss
|
(11,324,771
|
)
|
|
(23,276,175
|
)
|
|
(21,906,303
|
)
|
|||
Dividends on series A convertible preferred stock
|
(791,735
|
)
|
|
(790,500
|
)
|
|
(790,500
|
)
|
|||
Net loss attributable to common stockholders
|
$
|
(12,116,506
|
)
|
|
$
|
(24,066,675
|
)
|
|
$
|
(22,696,803
|
)
|
Per common share data, basic and diluted:
|
|
|
|
|
|
||||||
Net loss attributable to common stockholders
|
$
|
(0.51
|
)
|
|
$
|
(1.21
|
)
|
|
$
|
(1.41
|
)
|
Weighted average number of common shares outstanding, basic and diluted
|
23,628,903
|
|
|
19,898,632
|
|
|
16,108,353
|
|
|
Series A
Convertible
Preferred Stock
|
|
Series B2
Convertible
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury Stock
|
|
Accumulated
Deficit
|
|
Noncontrolling
Interest
|
|
Total
|
||||||||||||||||||||||||||||
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Par
Value
|
|
Number of Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||
Balance at December 31, 2009
|
31,620
|
|
|
$
|
316
|
|
|
3,105
|
|
|
$
|
31
|
|
|
15,002,573
|
|
|
$
|
150,026
|
|
|
$
|
545,711,570
|
|
|
43,490
|
|
|
$
|
(324,792
|
)
|
|
$
|
(562,512,118
|
)
|
|
$
|
—
|
|
|
$
|
(16,974,967
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,906,303
|
)
|
|
—
|
|
|
(21,906,303
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,813,304
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,813,304
|
|
||||||||
Shares issued in private placements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
533,241
|
|
|
5,332
|
|
|
2,874,174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,879,506
|
|
||||||||
Shares sold at the market
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,136,678
|
|
|
11,367
|
|
|
8,634,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,645,730
|
|
||||||||
Shares issued to repurchase convertible senior notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,642,544
|
|
|
16,425
|
|
|
10,345,495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,361,920
|
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
2
|
|
|
717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
719
|
|
||||||||
Employee share purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,954
|
|
|
149
|
|
|
48,454
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,603
|
|
||||||||
Shares issued to consultants for services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,676
|
|
|
277
|
|
|
149,723
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
||||||||
Shares issued to CEO in lieu of cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,484
|
|
|
255
|
|
|
131,745
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132,000
|
|
||||||||
Reclassification of liability classified option grants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,224
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,224
|
)
|
||||||||
Vesting of nonvested shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
264,317
|
|
|
2,643
|
|
|
(2,643
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Dividends on series A convertible preferred stock ($25 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(790,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(790,500
|
)
|
||||||||
Balance at December 31, 2010
|
31,620
|
|
|
$
|
316
|
|
|
3,105
|
|
|
$
|
31
|
|
|
18,647,626
|
|
|
$
|
186,476
|
|
|
$
|
569,849,178
|
|
|
43,490
|
|
|
$
|
(324,792
|
)
|
|
$
|
(584,418,421
|
)
|
|
$
|
—
|
|
|
$
|
(14,707,212
|
)
|
|
Series A
Convertible
Preferred Stock
|
|
Series B2
Convertible
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury Stock
|
|
Accumulated
Deficit
|
|
Noncontrolling
Interest
|
|
Total
|
||||||||||||||||||||||||||||
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Par
Value
|
|
Number of Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,276,175
|
)
|
|
—
|
|
|
(23,276,175
|
)
|
||||||||
2006 Note Amendment - conversion option valuation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
755,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,580,124
|
|
|
6,335,124
|
|
||||||||
Shares sold at the market
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,552,492
|
|
|
25,525
|
|
|
7,477,850
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,503,375
|
|
||||||||
Shares issued in private placement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,333
|
|
|
883
|
|
|
476,117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
477,000
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,335,066
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,335,066
|
|
||||||||
Reclassification of liability classified option grants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78,079
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78,079
|
)
|
||||||||
Vesting of nonvested shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165,586
|
|
|
1,656
|
|
|
(1,656
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares issued to CEO in lieu of cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,577
|
|
|
366
|
|
|
155,834
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156,200
|
|
||||||||
Shares issued to consultants for services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,192
|
|
|
162
|
|
|
94,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,700
|
|
||||||||
Exercise of options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
319
|
|
|
3
|
|
|
1,435
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,438
|
|
||||||||
Employee share purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,524
|
|
|
205
|
|
|
80,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,098
|
|
||||||||
Shares issued to director for services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,388
|
|
|
74
|
|
|
36,926
|
|
|
|
|
|
|
|
|
|
|
37,000
|
|
||||||||||||
Dividends on series A convertible preferred stock ($25 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(790,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(790,500
|
)
|
||||||||
Balance at December 31, 2011
|
31,620
|
|
|
$
|
316
|
|
|
3,105
|
|
|
$
|
31
|
|
|
21,535,037
|
|
|
$
|
215,350
|
|
|
$
|
581,392,602
|
|
|
43,490
|
|
|
$
|
(324,792
|
)
|
|
$
|
(607,694,596
|
)
|
|
$
|
5,580,124
|
|
|
$
|
(20,830,965
|
)
|
|
Series A
Convertible
Preferred Stock
|
|
Series B2
Convertible
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury Stock
|
|
Accumulated
Deficit
|
|
Noncontrolling
Interest
|
|
Total
|
||||||||||||||||||||||||||||
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Par
Value
|
|
Number of Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,324,771
|
)
|
|
—
|
|
|
(11,324,771
|
)
|
||||||||
Shares sold at the market
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,469,870
|
|
|
24,699
|
|
|
10,439,504
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,464,203
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,074,814
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,074,814
|
|
||||||||
Reclassification of liability classified option grants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,945
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,945
|
)
|
||||||||
Vesting of nonvested shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
523,210
|
|
|
5,232
|
|
|
(5,232
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares issued to CEO in lieu of cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,231
|
|
|
392
|
|
|
158,008
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158,400
|
|
||||||||
Shares issued to consultants for services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
50
|
|
|
22,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,450
|
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,825
|
|
|
68
|
|
|
26,313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,381
|
|
||||||||
Employee share purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,859
|
|
|
289
|
|
|
51,904
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,193
|
|
||||||||
Shares issued to director for services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,601
|
|
|
36
|
|
|
9,214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,250
|
|
||||||||
Issuance of director deferred shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,479
|
|
|
335
|
|
|
174,748
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,083
|
|
||||||||
Dividends on series A convertible preferred stock ($12.50 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(395,250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(395,250
|
)
|
||||||||
Balance at December 31, 2012
|
31,620
|
|
|
$
|
316
|
|
|
3,105
|
|
|
$
|
31
|
|
|
24,645,112
|
|
|
$
|
246,451
|
|
|
$
|
595,917,080
|
|
|
43,490
|
|
|
$
|
(324,792
|
)
|
|
$
|
(619,019,367
|
)
|
|
$
|
5,580,124
|
|
|
$
|
(17,600,157
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(11,324,771
|
)
|
|
$
|
(23,276,175
|
)
|
|
$
|
(21,906,303
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,622,736
|
|
|
2,252,412
|
|
|
3,437,767
|
|
|||
Share-based compensation
|
4,303,961
|
|
|
2,646,767
|
|
|
3,151,537
|
|
|||
Noncash interest expense
|
3,141,475
|
|
|
4,167,849
|
|
|
4,053,272
|
|
|||
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
(2,761,426
|
)
|
|||
Asset impairment
|
—
|
|
|
—
|
|
|
629,382
|
|
|||
Change in fair value of derivative liability
|
—
|
|
|
—
|
|
|
(1,910,156
|
)
|
|||
Loss on disposal of assets
|
11,026
|
|
|
37,447
|
|
|
161,188
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(552,334
|
)
|
|
35,000
|
|
|
(35,000
|
)
|
|||
Inventories
|
4,050
|
|
|
6,360
|
|
|
297,603
|
|
|||
Prepaid expenses
|
(9,637
|
)
|
|
168,474
|
|
|
47,216
|
|
|||
Accounts payable
|
(181,848
|
)
|
|
105,667
|
|
|
(198,116
|
)
|
|||
Deferred revenue
|
2,707,613
|
|
|
(1,531,495
|
)
|
|
674,101
|
|
|||
Accrued liabilities and other current liabilities
|
542,349
|
|
|
(269,713
|
)
|
|
(246,879
|
)
|
|||
Other operating assets and liabilities
|
747,982
|
|
|
(591,504
|
)
|
|
(152,221
|
)
|
|||
Net cash provided by (used in) operating activities
|
1,012,602
|
|
|
(16,248,911
|
)
|
|
(14,758,035
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from maturities of available-for-sale securities
|
—
|
|
|
5,000,000
|
|
|
40,000,000
|
|
|||
Purchases of available-for-sale securities
|
—
|
|
|
(4,998,799
|
)
|
|
(29,989,763
|
)
|
|||
Proceeds from sale of equipment
|
—
|
|
|
23,884
|
|
|
50,299
|
|
|||
Purchases of plant and equipment
|
(103,442
|
)
|
|
(54,547
|
)
|
|
(130,437
|
)
|
|||
Net cash (used in) provided by investing activities
|
(103,442
|
)
|
|
(29,462
|
)
|
|
9,930,099
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net proceeds from sales of equity
|
10,464,203
|
|
|
7,980,375
|
|
|
11,525,236
|
|
|||
Proceeds from exercise of stock options
|
26,381
|
|
|
1,438
|
|
|
719
|
|
|||
Proceeds from employee stock purchases
|
52,193
|
|
|
81,098
|
|
|
48,603
|
|
|||
Financing of property and equipment
|
(38,744
|
)
|
|
(28,063
|
)
|
|
—
|
|
|||
Payments of series A convertible preferred stock dividends
|
(592,875
|
)
|
|
(790,500
|
)
|
|
(790,500
|
)
|
|||
Payments of long-term debt
|
(100,000
|
)
|
|
—
|
|
|
(6,240,963
|
)
|
|||
Net cash provided by financing activities
|
9,811,158
|
|
|
7,244,348
|
|
|
4,543,095
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
10,720,318
|
|
|
(9,034,025
|
)
|
|
(284,841
|
)
|
|||
Cash and cash equivalents, beginning of year
|
10,747,951
|
|
|
19,781,976
|
|
|
20,066,817
|
|
|||
Cash and cash equivalents, end of year
|
$
|
21,468,269
|
|
|
$
|
10,747,951
|
|
|
$
|
19,781,976
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
1,573,554
|
|
|
$
|
12,458
|
|
|
$
|
1,122,473
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Issuance of senior secured convertible notes as payment in-kind for interest
|
$
|
1,499,981
|
|
|
$
|
2,829,105
|
|
|
$
|
2,615,667
|
|
Convertible Note adjustment to equity for conversion option
|
—
|
|
|
5,580,124
|
|
|
—
|
|
|||
Reclassification of derivative liability into equity
|
—
|
|
|
755,000
|
|
|
—
|
|
|||
Long-term debt—equipment financing
|
—
|
|
|
171,640
|
|
|
—
|
|
|||
Issuance of common stock, $0.01 par value, as payment of long-term debt including accrued and unpaid interest
|
—
|
|
|
—
|
|
|
10,361,920
|
|
|
At December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Warrants
|
3,309,378
|
|
|
3,309,378
|
|
|
3,309,378
|
|
Stock options
|
2,748,883
|
|
|
1,814,161
|
|
|
1,212,095
|
|
Nonvested shares
|
249,968
|
|
|
135,791
|
|
|
85,564
|
|
Convertible preferred stock
|
333,333
|
|
|
333,333
|
|
|
333,333
|
|
Convertible notes
|
—
|
|
|
—
|
|
|
1,926,134
|
|
|
2012
|
|
2011
|
|
Estimated
Depreciable
Lives
|
||||
Furniture, fixtures, and other
|
$
|
1,662
|
|
|
$
|
1,643
|
|
|
3 to 10 years
|
Laboratory and manufacturing equipment
|
4,545
|
|
|
4,547
|
|
|
4 to 10 years
|
||
Leasehold improvements
|
18,026
|
|
|
18,254
|
|
|
2 to 12 years
|
||
Software and computer equipment
|
5,778
|
|
|
5,774
|
|
|
3 years
|
||
|
30,011
|
|
|
30,218
|
|
|
|
||
Less accumulated depreciation and amortization
|
(27,405
|
)
|
|
(26,081
|
)
|
|
|
||
|
$
|
2,606
|
|
|
$
|
4,137
|
|
|
|
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
178,966
|
|
|
$
|
175,965
|
|
Research and development tax credits
|
12,747
|
|
|
12,546
|
|
||
Other
|
12,606
|
|
|
13,510
|
|
||
Total deferred tax assets
|
204,319
|
|
|
202,021
|
|
||
Less: valuation allowance
|
(203,016
|
)
|
|
(200,072
|
)
|
||
Net deferred tax assets
|
1,303
|
|
|
1,949
|
|
||
Deferred tax liabilities
|
(1,303
|
)
|
|
(1,949
|
)
|
||
Net deferred tax
|
$
|
—
|
|
|
$
|
—
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Computed “expected” Federal tax benefit
|
$
|
(3,850
|
)
|
|
$
|
(7,912
|
)
|
|
$
|
(7,451
|
)
|
(Increase) reduction in income taxes benefit resulting from:
|
|
|
|
|
|
||||||
Change in valuation allowance
|
2,944
|
|
|
5,033
|
|
|
2,760
|
|
|||
Increase due to uncertain tax positions
|
26
|
|
|
59
|
|
|
67
|
|
|||
State and local income benefit, net of Federal income tax benefit
|
(581
|
)
|
|
(1,182
|
)
|
|
(534
|
)
|
|||
Net operating loss expirations
|
821
|
|
|
1,979
|
|
|
4,363
|
|
|||
Increase due to debt discount adjustment
|
—
|
|
|
2,192
|
|
|
—
|
|
|||
Other, net
|
640
|
|
|
(169
|
)
|
|
795
|
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
||
Balance, December 31, 2011
|
$
|
5,488
|
|
Increase related to current year positions
|
35
|
|
|
Increase related to previously recognized positions
|
10
|
|
|
Balance, December 31, 2012
|
$
|
5,533
|
|
|
2012
|
|
2011
|
||||
Professional fees
|
$
|
919
|
|
|
$
|
892
|
|
Payroll
|
592
|
|
|
184
|
|
||
Clinical trials
|
291
|
|
|
52
|
|
||
Other
|
366
|
|
|
602
|
|
||
|
$
|
2,168
|
|
|
$
|
1,730
|
|
|
2012
|
|
2011
|
||||
Deferred rent expense
|
$
|
—
|
|
|
$
|
405
|
|
Value of liability classified option grants
|
141
|
|
|
70
|
|
||
Other
|
137
|
|
|
—
|
|
||
|
$
|
278
|
|
|
$
|
475
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2011
|
1,814,161
|
|
|
$
|
8.38
|
|
|
|
|
|
||
Granted
|
1,011,750
|
|
|
5.33
|
|
|
|
|
|
|||
Exercised
|
(6,825
|
)
|
|
3.87
|
|
|
|
|
|
|||
Forfeited
|
(10,007
|
)
|
|
4.65
|
|
|
|
|
|
|||
Expired
|
(60,196
|
)
|
|
18.02
|
|
|
|
|
|
|||
Outstanding at December 31, 2012
|
2,748,883
|
|
|
$
|
7.07
|
|
|
7.7
|
|
$
|
305,834
|
|
Vested or expected to vest at December 31, 2012
|
2,651,507
|
|
|
$
|
7.14
|
|
|
7.7
|
|
$
|
297,241
|
|
Exercisable at December 31, 2012
|
1,556,564
|
|
|
$
|
8.54
|
|
|
6.6
|
|
$
|
180,982
|
|
|
Nonvested
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Outstanding at December 31, 2011
|
135,791
|
|
|
$
|
5.85
|
|
Granted
|
644,557
|
|
|
4.42
|
|
|
Vested
|
(523,210
|
)
|
|
4.31
|
|
|
Forfeited
|
(7,170
|
)
|
|
6.23
|
|
|
Outstanding at December 31, 2012
|
249,968
|
|
|
5.38
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Research and development
|
$
|
1,138
|
|
|
$
|
765
|
|
|
$
|
1,058
|
|
General and administrative
|
3,166
|
|
|
1,882
|
|
|
2,094
|
|
|||
Total share-based compensation expense
|
$
|
4,304
|
|
|
$
|
2,647
|
|
|
$
|
3,152
|
|
|
Quarter Ended,
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
2012
|
|
||||||||||||||
Revenue
|
$
|
13,375
|
|
|
$
|
627
|
|
|
$
|
869
|
|
|
$
|
1,090
|
|
Net income (loss)
|
6,768
|
|
|
(6,923
|
)
|
|
(5,729
|
)
|
|
(5,441
|
)
|
||||
Net income (loss) attributable to common stockholders
|
6,570
|
|
|
(7,121
|
)
|
|
(5,927
|
)
|
|
(5,639
|
)
|
||||
Per common share, basic and diluted:
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) attributable to common stockholders
|
$
|
0.29
|
|
|
$
|
(0.31
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.23
|
)
|
Diluted net income (loss) attributable to common stockholders
|
$
|
0.29
|
|
|
$
|
(0.31
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.23
|
)
|
|
Quarter Ended,
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
2011
|
|
||||||||||||||
Revenue
|
$
|
672
|
|
|
$
|
786
|
|
|
$
|
654
|
|
|
$
|
644
|
|
Net loss
|
(5,963
|
)
|
|
(5,759
|
)
|
|
(5,534
|
)
|
|
(6,020
|
)
|
||||
Net loss attributable to common stockholders
|
(6,161
|
)
|
|
(5,957
|
)
|
|
(5,732
|
)
|
|
(6,217
|
)
|
||||
Per common share, basic and diluted:
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common stockholders
|
$
|
(0.33
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.29
|
)
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Antigenics Inc. Filed as Exhibit 3.1 to our Current Report on Form 8-K (File No. 0-29089) filed on June 10, 2002 and incorporated herein by reference.
|
|
|
|
3.1.1
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Antigenics Inc. Filed as Exhibit 3.1 to our Current Report on Form 8-K (File No. 0-29089) filed on June 11, 2007 and incorporated herein by reference.
|
|
|
|
3.1.2
|
|
Certificate of Ownership and Merger changing the name of the corporation to Agenus Inc. Filed as Exhibit 3.1 to our Current Report on Form 8-K (File No. 0-29089) filed on January 6, 2011 and incorporated herein by reference.
|
|
|
|
3.1.3
|
|
Certificate of Second Amendment to the Amended and Restated Certificate of Incorporation of Agenus Inc. Filed as Exhibit 3.1 to our Current Report on Form 8-K (File No. 0-29089) filed on September 30, 2011 and incorporated herein by reference.
|
|
|
|
3.1.4
|
|
Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Agenus Inc. Filed as Exhibit 3.1.4 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended June 30, 2012 and incorporated herein by reference.
|
|
|
|
3.2
|
|
Fifth Amended and Restated By-laws of Agenus Inc. Filed as Exhibit 3.2 to our Current Report on Form 8-K (File No. 0-29089) filed on January 6, 2011 and incorporated herein by reference.
|
|
|
|
3.3
|
|
Certificate of Designation, Preferences and Rights of the Series A Convertible Preferred Stock of Agenus Inc. filed with the Secretary of State of the State of Delaware on September 24, 2003. Filed as Exhibit 3.1 to our Current Report on Form 8-K (File No. 0-29089) filed on September 25, 2003 and incorporated herein by reference.
|
|
|
|
3.4
|
|
Certificate of Designations, Preferences and Rights of the Class B Convertible Preferred Stock of Agenus Inc. Filed as Exhibit 3.1 to our Current Report on Form 8-K (File No. 0-29089) filed on September 5, 2007 and incorporated herein by reference.
|
|
|
|
3.5
|
|
Certificate of Designations, Preferences and Rights of the Series A-1 Convertible Preferred Stock of Agenus Inc. Filed as Exhibit 3.1 to our Current Report on Form 8-K (File No. 0-29089) filed on February 5. 2013 and incorporated herein by reference.
|
|
|
|
4.1
|
|
Form of Common Stock Certificate. Filed as Exhibit 4.1 to our Current Report on Form 8-K (File No. 0-29089) filed on January 6, 2011 and incorporated herein by reference.
|
|
|
|
4.2
|
|
Form of Amended and Restated Note under the Securities Purchase Agreement dated as of October 30, 2006 (as amended), by and among Agenus Inc., a Delaware corporation and the investors listed on the Schedule of Buyers thereto. Filed as Exhibit 4.4 to our Annual Report on Form 10-K (File No. 0-29089) for the year ended December 31, 2010 and incorporated herein by reference.
|
|
|
|
4.3
|
|
Form of Amended and Restated PIK Note under the Securities Purchase Agreement dated as of October 30, 2006 (as amended), by and among Agenus Inc., a Delaware corporation and the investors listed on the Schedule of Buyers thereto. Filed as Exhibit 4.5 to our Annual Report on Form 10-K (File No. 0-29089) for the year ended December 31, 2010 and incorporated herein by reference.
|
|
|
|
4.4
|
|
Pledge of Security Agreement dated as of October 30, 2006 by and among Agenus Inc., a Delaware corporation and the investors listed on the Schedule of Buyers thereto. Filed as Exhibit 4.3 to our Current Report on Form 8-K (File No. 0-29089) filed on October 31, 2006 and incorporated herein by reference.
|
|
|
|
4.5
|
|
Guaranty dated as of October 30, 2006 by and between Antigenics Inc., a Massachusetts corporation and Ingalls & Snyder LLC, as Collateral Agent for the Buyers. Filed as Exhibit 4.4 to our Current Report on Form 8-K (File No. 0-29089) filed on October 31, 2006 and incorporated herein by reference.
|
|
|
|
4.6
|
|
Guaranty dated as of October 30, 2006 by and between Aronex Pharmaceuticals, Inc. and Ingalls & Snyder LLC, as Collateral Agent for the Buyers. Filed as Exhibit 4.5 to our Current Report on Form 8-K (File No. 0-29089) filed on October 31, 2006 and incorporated herein by reference.
|
|
|
|
4.7
|
|
Securities Purchase Agreement dated as of October 30, 2006 by and among Agenus Inc., a Delaware corporation and the investors listed on the Schedule of Buyers thereto. Filed as Exhibit 4.6 to our Current Report on Form 8-K (File No. 0-29089) filed on October 31, 2006 and incorporated herein by reference.
|
|
|
|
4.8
|
|
Form of Warrant under the Securities Purchase Agreement dated January 9, 2008. Filed as Exhibit 4.1 to our Current Report on Form 8-K (File No. 0-29089) filed on January 11, 2008 and incorporated herein by reference.
|
|
|
|
4.9
|
|
Purchase Agreement dated August 31, 2007 by and between Agenus Inc. and Fletcher International. Filed as Exhibit 99.1 to our Current Report on Form 8-K (File No. 0-29089) filed on September 5, 2007 and incorporated herein by reference.
|
|
|
|
4.10
|
|
Securities Purchase Agreement dated April 8, 2008. Filed as Exhibit 10.1 to our Current Report on Form 8-K (File No. 0-29089) filed on April 10, 2008 and incorporated herein by reference.
|
|
|
|
4.11
|
|
Form of Warrant to purchase common stock dated April 9, 2008. Filed as Exhibit 4.1 to our Current Report on Form 8-K (File No. 0-29089) filed on April 10, 2008 and incorporated herein by reference.
|
|
|
|
4.12
|
|
Securities Purchase Agreement by and between Agenus Inc. and the investors identified on Schedule I attached to the agreement, dated January 9, 2008. Filed as Exhibit 10.1 to our Current Report on Form 8-K (File No. 0-29089) filed on January 11, 2008 and incorporated herein by reference.
|
|
|
|
4.13
|
|
Form of 4 Year Warrant under the Securities Purchase Agreement dated July 30, 2009. Filed as Exhibit 4.2 to our Current Report on Form 8-K (File No. 0-29089) filed on August 3, 2009 and incorporated herein by reference.
|
|
|
|
4.14
|
|
Form of 4 Year Warrant under the Securities Purchase Agreement dated August 3, 2009. Filed as Exhibit 4.2 to our Current Report on Form 8-K (File No. 0-29089) filed on August 5, 2009 and incorporated herein by reference.
|
|
|
|
4.15
|
|
Ninth Amendment of Rights with respect to Events of Default and Issuance of Other Securities by and between Agenus Inc. and Ingalls & Snyder Value Partners L.P. dated February 23, 2011. Filed as Exhibit 4.17 to our Annual Report on Form 10-K (File No. 0-29089) for the year ended December 31, 2010 and incorporated herein by reference.
|
|
|
|
4.16
|
|
Securities Purchase Agreement dated as of July 30, 2009 by and among Agenus Inc. and the investors listed on the Schedule of Buyers thereto. Filed as Exhibit 10.1 to our Current Report on Form 8-K (File No. 0-29089) filed on August 3, 2009 and incorporated herein by reference.
|
|
|
|
4.17
|
|
Securities Purchase Agreement dated as of August 3, 2009 by and among Agenus Inc. and the investors listed on the Schedule of Buyers thereto. Filed as Exhibit 10.1 to our Current Report on Form 8-K (File No. 0-29089) filed on August 5, 2009 and incorporated herein by reference.
|
|
|
|
|
|
Employment Agreements and Compensation Plans
|
|
|
|
10.1*
|
|
1999 Equity Incentive Plan, as amended. Filed as Exhibit 10.1 to our Annual Report on Form
10-K (File No. 0-29089) for the year ended December 31, 2008 and incorporated herein by reference.
|
|
|
|
10.1.2*
|
|
Form of Non-Statutory Stock Option. Filed as Exhibit 10.1 to our Current Report on Form 8-K (File No. 0-29089) filed on December 15, 2004 and incorporated herein by reference.
|
|
|
|
10.1.3*
|
|
Form of 2007 Restricted Stock Award Agreement. Filed as Exhibit 10.1.5 to our Annual Report on Form 10-K (File No. 0-29089) for the year ended December 31, 2007 and incorporated herein by reference.
|
|
|
|
10.1.4*
|
|
Form of 2008 Restricted Stock Award Agreement. Filed as Exhibit 10.1 to our Current Report on Form 8-K (File No. 0-29089) filed on March 11, 2008 and incorporated herein by reference.
|
|
|
|
10.1.5*
|
|
Sixth Amendment to the Agenus Inc. 1999 Equity Incentive Plan. Filed as Appendix D to our Definitive Proxy Statement on Schedule 14A filed on April 27, 2009 and incorporated herein by reference.
|
|
|
|
10.2*
|
|
Agenus Inc. 2009 Equity Incentive Plan, as amended to date. Filed herewith.
|
|
|
|
10.2.1*
|
|
Form of Restricted Stock Agreement for the Agenus Inc. Agenus Inc. 2009 Equity Incentive Plan. Filed as Exhibit 10.2 to our Current Report on Form 8-K (File No. 0-29089) filed on June 15, 2009 and incorporated herein by reference.
|
|
|
|
10.2.2*
|
|
Form of Stock Option Agreement for the Agenus Inc. 2009 Equity Incentive Plan. Filed as
Exhibit 10.3 to our Current Report on Form 8-K (File No. 0-29089) filed on June 15, 2009 and incorporated herein by reference.
|
|
|
|
10.3*
|
|
Agenus Inc. 2009 Employee Stock Purchase Plan. Filed as Appendix B to our Definitive Proxy Statement on Schedule 14A filed on April 27, 2009 and incorporated herein by reference.
|
|
|
|
10.4
|
|
Agenus Inc. Directors' Deferred Compensation Plan, as amended to date. Filed herewith.
|
|
|
|
10.5*
|
|
Amended and Restated Executive Change-in-Control Plan applicable to Christine M. Klaskin. Filed as Exhibit 10.1 to our Current Report on Form 8-K (File No. 0-29089) filed on November 3, 2010 and incorporated herein by reference.
|
|
|
|
10.6
|
|
Modification of Rights in the Event of a Change of Control, dated as of June 14, 2012, by and between Agenus Inc. and Christine Klaskin. Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 0-029089) for the quarter ended June 30, 2012 and incorporated herein by reference.
|
|
|
|
10.7
|
|
2004 Executive Incentive Plan, as amended. Filed as Exhibit 10.1 to our Current Report on Form 8-K (File No. 0-29089) filed on January 27, 2011 and incorporated herein by reference.
|
|
|
|
10.8
|
|
Form of Indemnification Agreement between Agenus Inc. and its directors and executive officers. These agreements are materially different only as to the signatories and the dates of execution. Filed as Exhibit 10.4 to our registration statement on Form S-1 (File No. 333-91747) and incorporated herein by reference.
|
|
|
|
10.9
|
|
Current schedule identifying the directors and executive officers who are party to an Indemnification Agreement, the form of which was filed as Exhibit 10.4 to our registration statement on Form S-1 (File No. 333-91747). Filed herewith.
|
|
|
|
10.10*
|
|
Employment Agreement dated February 20, 2007 between Agenus Inc. and Kerry Wentworth. Filed as Exhibit 10.2 to our Current Report on Form 8-K (File No. 0-29089) filed on February 26, 2007 and incorporated herein by reference.
|
|
|
|
10.10.1*
|
|
First Amendment to Employment Agreement dated July 2, 2009 between Agenus Inc. and Kerry Wentworth. Filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended September 30, 2009 and incorporated herein by reference.
|
|
|
|
10.10.2*
|
|
Second Amendment to Employment Agreement dated December 15, 2010 between Agenus Inc. and Kerry Wentworth. Filed as Exhibit 10.11.2 to our Annual Report on Form 10-K (File No. 0-29089) for the year ended December 31, 2010 and incorporated herein by reference.
|
|
|
|
10.11*
|
|
Employment Agreement dated December 1, 2005 between Agenus Inc. and Garo Armen. Filed as Exhibit 10.1 to our Current Report on Form 8-K (File No. 0-29089) filed on December 7, 2005 and incorporated herein by reference.
|
|
|
|
10.11.1*
|
|
First Amendment to Employment Agreement dated July 2, 2009 between Agenus Inc. and Garo Armen. Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended September 30, 2009 and incorporated herein by reference
|
|
|
|
10.11.2*
|
|
Second Amendment to Employment Agreement dated December 15, 2010 between Agenus Inc. and Garo Armen. Filed as Exhibit 10.12.2 to our Annual Report on Form 10-K (File No. 0-29089) for the year ended December 31, 2010 and incorporated herein by reference.
|
|
|
|
10.12*
|
|
Employment Agreement dated September 16, 2008 between Agenus Inc. and Karen Valentine. Filed as Exhibit 10.1 to our Current Report on Form 8-K (File No. 0-29089) filed on September 19, 2008 and incorporated herein by reference.
|
|
|
|
10.12.1*
|
|
First Amendment to Employment Agreement dated July 2, 2009 between Agenus Inc. and Karen Valentine. Filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended September 30, 2009 and incorporated herein by reference.
|
|
|
|
10.12.2*
|
|
Second Amendment to Employment Agreement dated December 15, 2010 between Agenus Inc. and Karen Valentine. Filed as Exhibit 10.20.2 to our Annual Report on Form 10-K
(File No. 0-29089) for the year ended December 31, 2010 and incorporated herein by reference.
|
|
|
|
|
|
License and Collaboration Agreements
|
|
|
|
10.13(1)
|
|
Patent License Agreement between Agenus Inc. and Mount Sinai School of Medicine dated November 1, 1994, as amended on June 5, 1995. Filed as Exhibit 10.8 to our registration statement on Form S-1 (File No. 333-91747) and incorporated herein by reference.
|
|
|
|
10.14(1)
|
|
Sponsored Research and Technology License Agreement between Agenus Inc. and Fordham University dated March 28, 1995, as amended on March 22, 1996. Filed as Exhibit 10.9 to our registration statement on Form S-1 (File No. 333-91747) and incorporated herein by reference.
|
|
|
|
10.15(1)
|
|
License Agreement between the University of Connecticut Health Center and Agenus Inc. dated May 25, 2001, as amended on March 18, 2003. Filed as Exhibit 10.2 to the Amendment No. 1 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended March 31, 2003 and incorporated herein by reference.
|
|
|
|
10.15.1(1)
|
|
Letter Agreement by and between Agenus Inc. and The University of Connecticut Health Center dated May 11, 2009. Filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q
(File No. 0-29089) for the quarter ended June 30, 2009 and incorporated herein by reference.
|
|
|
|
10.15.2(1)
|
|
Amendment Number Two to License Agreement by and between Agenus Inc. and The University of Connecticut Health Center dated June 5, 2009. Filed as Exhibit 10.6 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended June 30, 2009 and incorporated herein by reference.
|
|
|
|
10.16(1)
|
|
License Agreement by and between Agenus Inc. and GlaxoSmithKline Biologicals SA dated July 6, 2006. Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended June 30, 2006 and incorporated herein by reference.
|
|
|
|
10.17(1)
|
|
Amended and Restated Manufacturing Technology Transfer and Supply Agreement by and between Agenus Inc. and GlaxoSmithKline Biologicals SA dated January 19, 2009. Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended March 31, 2009 and incorporated herein by reference.
|
|
|
|
10.18(1)
|
|
First Right to Negotiate and Amendment Agreement between Agenus Inc., Antigenics Inc. and GlaxoSmithKline Biologicals SA, dated March 2, 2012. Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended March 31, 2012.
|
|
|
|
10.19(1)
|
|
Amended and Restated License Agreement by and between Antigenics Inc., a Massachusetts corporation and wholly owned subsidiary of Agenus Inc., Elan Pharma International Limited, and Elan Pharmaceuticals, Inc. dated September 14, 2009. Filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended September 30, 2009 and incorporated herein by reference.
|
|
|
|
10.20
|
|
License Agreement by and between Agenus Inc. and NewVac LLC dated December 19, 2011. Filed as Exhibit 10.42 to our Annual Report on Form 10-K (File No. 0-29089) for the year ended December 31, 2011 and incorporated herein by reference.
|
|
|
|
|
|
Real Estate Leases
|
|
|
|
10.21
|
|
Lease of Premises at 3 Forbes Road, Lexington, Massachusetts dated as of December 6, 2002 from BHX, LLC, as Trustee of 3 Forbes Realty Trust, to Agenus Inc. Filed as Exhibit 10.1 to our Current Report on Form 8-K (File No. 0-29089) filed on January 8, 2003 and incorporated herein by reference.
|
|
|
|
10.21.1
|
|
First Amendment of Lease dated as of August 15, 2003 from BHX, LLC, as trustee of 3 Forbes Road Realty, to Agenus Inc. Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q
(File No. 0-29089) for the quarter ended March 31, 2004 and incorporated herein by reference.
|
|
|
|
10.21.2
|
|
Second Amendment of Lease dated as of March 7, 2007 from BHX, LLC as trustee of 3 Forbes Road Realty, to Agenus Inc. Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended March 31, 2007 and incorporated herein by reference.
|
|
|
|
10.21.3
|
|
Third Amendment to Lease dated April 23, 2008 between TBCI, LLC, as successor to BHX, LLC, as Trustee of 3 Forbes Road Realty Trust, and Agenus Inc. Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended June 30, 2008 and incorporated herein by reference.
|
|
|
|
10.21.4
|
|
Fourth Amendment to Lease dated September 30, 2008 between TBCI, LLC, as successor to BHX, LLC, as Trustee of 3 Forbes Road Realty Trust, and Agenus Inc. Filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended September 30, 2008 and incorporated herein by reference.
|
|
|
|
10.21.5
|
|
Fifth Amendment to Lease dated April 11, 2011 between TBCI, LLC, as successor to BHX, LLC, as Trustee of 3 Forbes Road Realty Trust, and Agenus Inc. Filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q (File No. 0-29089) for the quarter ended March 31, 2011 and incorporated herein by reference.
|
|
|
|
10.22
|
|
Standard Form of Office Lease effective December 13, 2012 between 149 Fifth Ave. Corp. and Agenus Inc. Filed herewith.
|
|
|
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|
|
Sales Agreement
|
|
|
|
10.24
|
|
Amended and Restated At Market Issuance Sales Agreement, dated as of December 21, 2012, by and between Agenus Inc. and MLV & Co. LLC. Filed as Exhibit 10.1 to our Registration Statement on Form S-3 (File No. 333-185657) and incorporated herein by reference.
|
|
|
|
21
|
|
Subsidiaries of Agenus Inc. Filed as Exhibit 21 to our Annual Report on Form 10-K
(File No. 0-29089) for the year ended December 31, 2010 and incorporated herein by reference.
|
|
|
|
23
|
|
Consent of KPMG LLP, independent registered public accounting firm. Filed herewith.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. Filed herewith.
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. Filed herewith.
|
|
|
|
32.1(2)
|
|
Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Submitted herewith.
|
|
|
|
101.INS
|
|
XBRL Instance Document(3)
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document(3)
|
|
|
|
101.CAL
|
|
XBRL Calculation Linkbase Document(3)
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document(3)
|
|
|
|
101.LAB
|
|
XBRL Label Linkbase Document(3)
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document(3)
|
*
|
Indicates a management contract or compensatory plan.
|
(1)
|
Certain confidential material contained in the document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act or Rule 24b-2 of the Securities Exchange Act.
|
(2)
|
This certification accompanies the Annual Report on Form 10-K and is not filed as part of it.
|
(3)
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
|
A
GENUS
I
NC
.
|
|
|
|
|
|
By:
|
/s/ G
ARO
H. A
RMEN
, P
H
.D.
|
|
|
Garo H. Armen, Ph.D.
|
|
|
Chief Executive Officer and
|
|
|
Chairman of the Board
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/
S
/ G
ARO
H. A
RMEN
, P
H
.D.
|
|
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
|
March 18, 2013
|
Garo H. Armen, Ph.D.
|
|
|
|
|
|
|
|
/
S
/ C
HRISTINE
M. K
LASKIN
|
|
Vice President, Finance
(Principal Accounting and Financial Officer)
|
March 18, 2013
|
Christine M. Klaskin
|
|
|
|
|
|
|
|
/
S
/ B
RIAN
C
ORVESE
|
|
Director
|
March 18, 2013
|
Brian Corvese
|
|
|
|
|
|
|
|
/
S
/ T
OM
D
ECHAENE
|
|
Director
|
March 18, 2013
|
Tom Dechaene
|
|
|
|
|
|
|
|
/
S
/ W
ADIH
J
ORDAN
|
|
Director
|
March 18, 2013
|
Wadih Jordan
|
|
|
|
|
|
|
|
/
S
/ S
HALINI
S
HARP
|
|
Director
|
March 18, 2013
|
Shalini Sharp
|
|
|
|
|
|
|
|
/
S
/ T
IMOTHY
R. W
RIGHT
|
|
Director
|
March 18, 2013
|
Timothy R. Wright
|
|
|
|
Window
|
5.
Tenant will not clean nor require, penult, suffer or allow
|
Default:
|
17.
(1) If Tenant defaults in fulfilling any of the covenants of this lease other than the covenants for
|
No Waiver:
|
25.
The failure of Owner or Tenant to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this lease or of any of the Rules or Regulations, set forth or hereafter adopted by Owner, shall not prevent a subsequent act which would have originally constituted a violation from having all the force and effect of an original violation. The receipt by Owner of rent and/or additional rent with knowledge of the breach of any covenant of this lease shall not be deemed a waiver of such breach, and no provision of this lease shall be deemed to have been waived by Owner or Tenant unless such waiver be in writing signed by the other party. No payment by Tenant or receipt by Owner of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Owner may accept such check or payment without prejudice to Owner's right to recover the balance of such rent or pursue any other remedy in this lease provided. No act or thing done by Owner or Owner's agents during the term hereby demised shall be deemed an acceptance of a surrender of the demised premises, and no agreement to accept such surrender shall be valid unless in writing signed by Owner. No employee of Owner or Owner's agent shall have any power to accept the keys of said premises prior to the termination of the lease, and the delivery or keys to any such agent or employee shall not operate as. a termination of the lease or a surrender of the demised premises.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Agenus Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date:
|
March 18, 2013
|
|
/s/ G
ARO
H. A
RMEN
, P
H
.D.
|
|
|
|
Garo H. Armen, Ph.D.
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Agenus Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date:
|
March 18, 2013
|
|
/s/ CHRISTINE M. KLASKIN
|
|
|
|
Christine M. Klaskin
|
|
|
|
Principal Financial Officer
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ G
ARO
H. A
RMEN
, P
H
.D.
|
|
Garo H. Armen, Ph.d.
|
|
Chief Executive Officer
|
|
|
|
/s/ CHRISTINE M. KLASKIN
|
|
Christine M. Klaskin
|
|
Principal Financial Officer
|