Note R – Sale of Manufacturing Facilities to Zydus

On January 15, 2026, we completed the previously announced sale of substantially all of the assets comprising our manufacturing operations (the “Purchased Assets”) to Zydus pursuant to the Asset Purchase Agreement (“Purchase Agreement”) entered into on June 3, 2025.

In connection with the Purchase Agreement, on January 15, 2026, we also entered into the previously announced license agreement with Zydus (the “License Agreement”) under which Zydus received an exclusive license to develop, manufacture and commercialize botensilimab and balstilimab in India and Sri Lanka (the “Territory”) in exchange for a royalty on net sales at a rate of 5%, as may be adjusted by the occurrence of certain contingencies, for a period ending at the later of the expiration of our patent rights in a given country in the Territory or 10 years following first commercial sale in such country.

Also in connection with the Purchase Agreement, on January 15, 2026, we completed the previously announced sale of 2,133,333 shares of our common stock for an aggregate purchase price of approximately $16.0 million, or $7.50 per share to Zynext Ventures USA LLC (“Zynext”), an indirect wholly-owned subsidiary of Zydus Lifesciences Limited under the Securities Purchase Agreement (the “SPA” and together with the License Agreement and Purchase Agreement the “Zydus Agreements”). As the amount paid for the shares under the SPA was in excess of their fair value, $8.8 million of the consideration associated with the SPA was allocated to the Purchase Agreement.

Because the Purchase Agreement represents the sale of nonfinancial assets to a counterparty that is not a customer, we accounted for the transaction under ASC 610‑20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets.

We recognized a $40.4 million gain on Zydus asset sale in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2026. The gain is the difference between (1) total consideration of $111.3 million and (2) the $70.9 million carrying amount of the Purchased Assets and related liabilities that were derecognized.

At closing of the Zydus Agreements, we received total cash consideration of $91.0 million, less adjustments for reimbursable expenses, other required closing payments, including approximately $5.8 million of transaction expenses, and $7.5 million placed into a twelve-month escrow. We allocated cash consideration of $7.2 million to the sale common stock under the SPA, based on the fair value of common stock sold. Total cash consideration allocated to the sale of Purchased Assets, including amounts in escrow, was $71.4 million.

Under the Purchase Agreement, we may receive up to $50.0 million of potential payments (currently restricted and only for use on services provided to us by Zydus) based on usage by Agenus of Zydus’ manufacturing business during the 36-month period following the closing, which we are currently required to hold in a restricted account until and when we make related payments to Zydus for clinical supply (the “Additional Zydus Consideration”). There is no net cash that will be received through the Additional

Zydus Consideration because the payments are contingent on us procuring $50.0 million in services from Zydus. Accordingly, the Additional Zydus Consideration is considered non-cash consideration in the form of clinical supply, and was measured at its fair value at contract inception. The amount of non-cash consideration to be received under the Additional Zydus Consideration provision may vary for reasons other than the form of consideration, and therefore is subject to constraint. The Additional Zydus Consideration is comprised of three potential payments. As of March 31, 2026, we estimated that two potential payments of $20.0 million each were probable to be received and included an aggregate of $40.0 million Additional Zydus Consideration in the transaction price. Through March 31, 2026, it was determined that non-cash consideration with a fair value of approximately $40.0 million was probable to be received, and approximately $10.0 million of non-cash consideration is constrained and excluded from the transaction price.

We will reassess the estimate of variable consideration each reporting period and recognize changes as a change in the gain on sale of nonfinancial assets during the period in which the change in estimate occurs.

We recorded a $40.0 million Zydus agreements contract asset in the Condensed Consolidated Balance Sheet related to the Additional Zydus Consideration that is included in the transaction price. As the clinical supply is received, the associated value will be recorded as R&D expense, consistent with the Company’s existing accounting policy for clinical supply.