Form 8-K



Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

March 27, 2006

Date of Report (Date of earliest event reported)


(Exact name of registrant as specified in its charter)


DELAWARE   000-29089   06-1562417
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


630 Fifth Avenue, Suite 2100

New York, NY 10111

(Address of principal executive offices)   (Zip Code)


(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01 Entry into a Material Definitive Agreement

On March 27, 2006, Antigenics Inc. entered into a Consulting Agreement (the “Agreement”), effective March 28, 2006, with Pramod Srivastava, Ph.D., its scientific founder and a director. The Agreement with Dr. Srivastava has an initial term of five years and is automatically extended for successive terms of one year unless either party notifies the other at least 90 days prior to the expiration of the original or any extension term that this Agreement is not to be extended. The Agreement may be terminated without cause by the Company during its term subject to the payment of compensation for twelve months at the then current rate provided for under the Agreement. In exchange for the timely performance of services, as defined in the Agreement, Dr. Srivastava is entitled to receive compensation to be established by the Compensation Committee of the Antigenics Board of Directors. For the 12 month period ending March 31, 2007, Dr. Srivastava will receive $175,000. Dr. Srivastava is also eligible to receive an annual bonus and stock options at the discretion of the Compensation Committee of our Board of Directors.

The full text of the document referred to above are filed as an exhibit to this current report and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is filed herewith:


10.1    Consulting Agreement dated March 28, 2006 between Antigenics Inc. and Pramod Srivastava


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





March 28, 2006




/s/ Garo H. Armen


Garo H. Armen, Ph.D.


Chairman and Chief Executive Officer



Exhibit No.   

Description of Exhibit

10.1    Consulting Agreement dated March 28, 2006 between Antigenics Inc. and Pramod Srivastava