Agenus Announces $230M Royalty Monetization with HealthCare Royalty Partners

LEXINGTON, Massachusets, January 8, 2018

Agenus Inc., an immuno-oncology company with a pipeline of immune checkpoint antibodies and cancer vaccines, today announced a $230 million non-dilutive royalty transaction with HealthCare Royalty Partners (HCR). The transaction is comprised of $190 million of cash proceeds at closing plus up to $40 million in milestone payments. Agenus will use part of these proceeds to redeem its royalty bond from Oberland and the additional monies to advance its registrational studies with anti-CTLA-4 and anti-PD-1 for planned BLA filings in 2019 and 2020.

At closing, HCR will receive the rights to royalties on sales of GlaxoSmithKline’s QS-21 containing vaccines. Agenus retains all rights for the development of QS-21 with its entire portfolio of checkpoint antibodies, vaccines, and cellular therapies* with no third party obligation.

Agenus is advancing its QS-21 powered vaccine, AutoSynVax™, in combination with validated checkpoint antibodies to generate immune recognition of tumors unresponsive to checkpoint blockade alone.

“This transaction reflects the significant value that can be generated from our assets and our ability to execute non-dilutive transactions to strengthen our balance sheet,” said Dr. Garo Armen, Ph.D., Chairman and Chief Executive Officer of Agenus. “Part of the proceeds will fund our pivotal programs designed to achieve our near-term goals to become a commercial company with a planned BLA filing by the second half of 2019.”

John Urquhart, Principal at HCR commented, “HealthCare Royalty Partners is pleased to partner with Agenus in this royalty financing transaction that recognizes the significant value of the immune-potent QS-21 adjuvant.”

After the repurchase of the Oberland obligation, the transaction is expected to yield net proceeds of approximately $28 million to Agenus at closing, plus the potential for up to an additional $40 million of milestone payments. In the event that certain sales milestones are not met, Agenus will owe HCR approximately $26 million in 2021.

Bank of America Merrill Lynch acted as sole structuring advisor to Agenus for the transaction. Goodwin Procter LLP acted as special counsel to Agenus and Cadwalader, Wichersham & Taft LLP represented HCR.

About Agenus

Agenus is a clinical-stage immuno-oncology company focused on the discovery and development of therapies that engage the body’s immune system to fight cancer. The Company’s vision is to expand the patient populations benefiting from cancer immunotherapy by pursuing a number of combination approaches that leverage a broad repertoire of antibody therapeutics and proprietary cancer vaccine platforms. The Company is equipped with a suite of antibody discovery platforms and a state-of-the-art GMP manufacturing facility with the capacity to support early phase clinical programs.