Attached files

file filename
10-K - FORM 10-K - AGENUS INCd10k.htm
EX-4.5 - FORM OF AMENDED AND RESTATED PIK NOTE UNDER THE SECURITIES PURCHASE AGREEMENT - AGENUS INCdex45.htm
EX-21 - SUBSIDIARIES OF AGENUS INC. - AGENUS INCdex21.htm
EX-23 - CONSENT OF KPMG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - AGENUS INCdex23.htm
EX-4.4 - FORM OF AMENDED AND RESTATED NOTE UNDER THE SECURITIES PURCHASE AGREEMENT - AGENUS INCdex44.htm
EX-32.1 - CERTIFICATION OF CEO AND CFO PURSUANT TO SECTION 906 - AGENUS INCdex321.htm
EX-31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - AGENUS INCdex312.htm
EX-4.17 - NINTH AMENDMENT OF RIGHTS - AGENUS INCdex417.htm
EX-10.38 - SECURITIES EXCHANGE AGREEMENT BY AND BETWEEN AGENUS INC. AND BRUCE FUND INC. - AGENUS INCdex1038.htm
EX-10.40 - SECURITIES REPURCHASE AGREEMENT BY AND BETWEEN AGENUS INC. AND INGALLS & SNYDER - AGENUS INCdex1040.htm
EX-10.37 - SECURITIES EXCHANGE AGREEMENT BY AND BETWEEN AGENUS INC. AND INVUS PUBLIC - AGENUS INCdex1037.htm
EX-10.39 - SECURITIES EXCHANGE AGREEMENT BY AND BETWEEN AGENUS INC. AND PROFESSIONAL LIFE - AGENUS INCdex1039.htm
EX-10.4.1 - CURRENT SCHEDULE INDENTIFYING THE DIRECTORS AND EXECUTIVE OFFICERS - AGENUS INCdex1041.htm
EX-10.20.2 - SECOND AMENDMENT TO EMPLOYMENT AGREEMENT FOR KAREN VALENTINE - AGENUS INCdex10202.htm
EX-10.10.2 - SECOND AMENDMENT TO EMPLOYMENT AGREEMENT FOR SHALINI SHARP - AGENUS INCdex10102.htm
EX-10.11.2 - SECOND AMENDMENT TO EMPLOYMENT AGREEMENT FOR KERRY WENTWORTH - AGENUS INCdex10112.htm
EX-10.41 - SECURITIES EXCHANGE AGREEMENT BY AND BETWEEN AGENUS INC. AND INGALLS & SNYDER - AGENUS INCdex10411.htm
EX-10.12.2 - SECOND AMENDMENT TO EMPLOYMENT AGREEMENT FOR GARO ARMEN - AGENUS INCdex10122.htm

Exhibit 31.1

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended

I, Garo H. Armen, certify that:

 

  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 16, 2011     /s/    GARO H. ARMEN, PH.D.        
    Garo H. Armen, Ph.D.
    Chief Executive Officer