Exhibit 10.1
    

    
      


    

    
      June 8, 2015
    

    
      

      

      C. Evan Ballantyne
27 Hearthstone Road
Hopkinton, MA 01748
    

    
      

      Dear Evan:
    

    
      I’m pleased to confirm our offer to join Agenus as Chief Financial
      Officer, starting on or about June 15, 2015 and reporting directly to
      Garo Armen, Chief Executive Officer.  Your initial annual base salary
      will be $350,000 less applicable legal deductions, which will be paid at
      the bi-weekly rate of $13,461.54.  In addition, you will participate in
      our 2004 Executive Incentive Plan, as amended, with a target bonus of
      40% of your base salary.  Annual payouts under the plan are based on
      company and individual performance and can range from 0-200% of target
      (a copy of the plan is enclosed).  You will also be eligible to
      participate in the Executive Change in Control Plan, a copy of which is
      attached for your review.  Please note that this offer is contingent
      upon approval of the Compensation Committee of our Board of Directors
      and the results of a pre-employment drug screening and background check.
    

    
      Effective as of your start date you will be granted an option to
      purchase 150,000 shares of Agenus common stock as a so-called
      “inducement grant” under NASDAQ Listing Rule 5635(c), which will be on
      terms substantially consistent with those of Agenus’ Equity Incentive
      Plan.  The stock option will be governed by the terms of a stock option
      to be signed by you and Agenus, it will have an exercise price equal to
      the closing price of Agenus’ common stock on NASDAQ on the date of
      grant, and it will vest in equal annual increments over 4 years starting
      from your first day of employment.  
    

    
      Agenus presently offers medical, dental, vision and life insurance
      plans, Flexible Spending Accounts, and both short and long-term
      disability programs.  In addition, we presently offer a 401(k) plan that
      you are eligible to join and begin making contributions to as of your
      date of hire.  One year from your date of hire (provided that you are
      continuously employed), the Company begins to make a significant match
      to your ongoing employee contributions.  Additional benefits will be
      reviewed during your new employee orientation.  You will be entitled to
      four weeks of vacation and 12 holidays per calendar year, as set forth
      by Agenus and in accordance with its employment policies.  Agenus may,
      in its discretion, change its benefits plans or the benefits that it
      offers to its employees.
    

    
      As part of your employment with Agenus, you have and will be exposed to,
      and provided with, valuable confidential and/or trade secret information
      concerning the Company and its present and prospective partners and
      clients.  As a result, in order to protect the Company’s legitimate
      business interests, you agree, as a condition of your employment, to
      enter into our standard form Employee Non-Disclosure Agreement.  This
      document is enclosed for your review and execution by the first day of
      your employment.  In addition, please understand that all employment
      with Agenus is on an “at will” basis.  This letter does not constitute a
      contract of employment for a specific term.
    

    
      


    

    
      3 Forbes Road, Lexington, MA 02421     
      t  781.674.4400     f  781.674.4200     info@agenusbio.com     WWW.AGENUSBIO.COM
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      In your first days with Agenus, you can expect to receive an
      orientation, including learning more about our business and your career
      development. You will be introduced to many internal administrative
      matters that are important to our business processes.  
    

    
      Evan, through the course of our recruiting efforts, we meet and
      interview many individuals with strong backgrounds.  Our recruiting
      process is highly selective - - one that we feel helps us carefully
      consider your qualifications and interests and matches them to our
      needs.  At Agenus, our goal is to afford all of our employees the
      opportunity to pursue a career, to achieve their personal best, and to
      balance their personal and professional goals.  We value your abilities
      and believe you will find our work environment to be challenging and
      fulfilling and believe we can provide you with an atmosphere in which
      you can develop your professional talents to the fullest.  Again, it is
      a pleasure to extend this offer to you. The provisions of this offer
      letter supersede all prior oral and written offers, communications,
      agreements and understandings between Agenus and you with respect to the
      subject matter of this letter.
    

    
      A packet of information will be sent to you from Human Resources prior
      to your start date outlining what you need to bring on your first day
      and what time you will need to arrive for orientation. Should you need
      assistance with anything, please do no hesitate to contact me directly
      at 781.674.4470.
    

    
      Sincerely,
    

    
      /s/ John Cerio
    

    
      

      John Cerio
Vice President, Human Resources & Administration
    

    
      

      Attachment
    

    
      I accept your offer of employment as outlined in this letter.  
    

    
    	
          
            /s/ C. Evan Ballantyne
          

        	
          
            June 9, 2015
          

        
	
          Signature
        	
          Date
        


    

    

    

    
      

      3 Forbes Road, Lexington, MA
      02421     t  781.674.4400     f  781.674.4200     info@agenusbio.com     WWW.AGENUSBIO.COM