Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

As previously reported in March 2020, Dr. Garo H. Armen, Chairman and Chief Executive Officer of Agenus Inc. ("Agenus"), requested to receive his base salary in stock in lieu of cash for the rest of 2020, and the Compensation Committee of Agenus' Board of Directors (the "Compensation Committee") authorized the same.

On January 12, 2021, the Compensation Committee authorized Agenus to continue paying Dr. Armen's base salary in stock, in lieu of cash, through the first half of 2021. Under this arrangement, on each payroll date, Dr. Armen will continue to receive fully-vested stock awards under Agenus' 2019 Equity Incentive Plan in lieu of his cash salary for the first half of 2021.

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