LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 10th, 2013 • Agenus Inc • Biological products, (no disgnostic substances) • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 15, 2013 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and (b) AGENUS INC., a Delaware corporation (“Agenus”) and ANTIGENICS INC., a Massachusetts corporation (“Antigenics”) (Agenus and Antigenics are individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ContractSubordination Agreement • May 10th, 2013 • Agenus Inc • Biological products, (no disgnostic substances)
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) THE TRANSFEROR PROVIDES THE BORROWER WITH REASONABLE ASSURANCES AND CUSTOMARY REPRESENTATIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS.
AGENUS INC. SECURITIES EXCHANGE AGREEMENT APRIL 15, 2013Securities Exchange Agreement • May 10th, 2013 • Agenus Inc • Biological products, (no disgnostic substances) • New York
This Securities Exchange Agreement (this “Agreement”) is made as of April 15, 2013 (the “Effective Date”) by and among AGENUS INC., a Delaware corporation (the “Company”), Ingalls & Snyder Value Partners L.P. (“Ingalls”) and Arthur Koenig (“Koenig” and together with I&S, the “Note Holders”).
CONFIDENTIAL TREATMENT MATERIAL CONFIDENTIAL TREATMENT REQUESTED: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the...Revenue Interests Assignment Agreement • May 10th, 2013 • Agenus Inc • Biological products, (no disgnostic substances) • New York
This REVENUE INTERESTS ASSIGNMENT AGREEMENT, dated as of April 15, 2013 (this “Agreement”), is by and among Agenus Inc., a Delaware corporation (“Agenus”), Antigenics Inc., a Massachusetts corporation (“Agen MA”, and together with Agenus, the “Seller Parties” and each a “Seller Party”), Ingalls & Snyder Value Partners L.P. (“Ingalls”) and Arthur Koenig (“Koenig” and together with Ingalls, the “Buyers”). Capitalized terms used herein have the meanings assigned to them in Section 8.1.
NOTE PURCHASE AGREEMENT by and among AGENUS INC., and the PURCHASERS named herein April 15, 2013 $5,000,000 Senior Subordinated Notes due April 15, 2015Note Purchase Agreement • May 10th, 2013 • Agenus Inc • Biological products, (no disgnostic substances) • New York
THIS NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, and including all exhibits and schedules hereto, this “Agreement”) is entered into as of April 15, 2013 by and among AGENUS INC., a Delaware corporation (the “Borrower”) and the purchasers signatories hereto (the “Purchasers”).
