Item 1.02 Termination of a Material Definitive Agreement.

In May 2021, we entered into a License, Development and Commercialization Agreement with Bristol Myers Squibb ("BMS" and the "BMS License Agreement") pursuant to which we granted BMS an exclusive license to develop, manufacture and commercialize our proprietary TIGIT bispecific antibody program AGEN1777. Pursuant to the BMS License Agreement, we received a non-refundable upfront cash payment of $200 million. In addition to this $200 million upfront cash payment, BMS has made subsequent milestone payments of $20 million in December 2021, triggered by dosing of a first patient in a Phase 1 study, and $25 million in January 2024, triggered by dosing of a first patient in a Phase 2 study.

On July 30, 2024, we received notice from BMS that, as part of a broader strategic realignment of their development pipeline which involves other licensed products, it is returning AGEN1777 back to Agenus and voluntarily terminating the BMS License Agreement, effective as of January 26, 2025.

When AGEN1777 was initially licensed to BMS, it had no clinical data. Since then, significant safety data has been generated in early clinical trials with indications of clinical activity. We intend to explore further development and/or relicensing of this molecule, including potential combinations with our portfolio of synergistic immuno-oncology agents.

Under the terms of the BMS License Agreement, BMS has granted us, effective as of January 26, 2025 an exclusive, royalty-free and fully paid-up, worldwide, and sublicensable license to BMS' know-how and patent rights that arose from activities performed under the BMS License Agreement to develop and manufacture AGEN1777. Additionally, BMS will assign to us all regulatory registrations, applications, authorizations, and approvals that BMS holds in connection with AGEN1777. We will not incur any early termination penalties as a result of the termination. Agenus will have the right to continue development or enter a subsequent license in the future.

The foregoing summary of the material terms of the BMS License Agreement is qualified in its entirety by the complete terms and conditions of the BMS License Agreement, filed with the Securities and Exchange Commission on June 30, 2021 as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q.