8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

December 7, 2006

Date of Report (Date of earliest event reported)

ANTIGENICS INC.

(Exact name of registrant as specified in its charter)

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

630 Fifth Avenue, Suite 2100 New York, NY 10111	10111
(Address of principal executive offices)	(Zip Code)

212-994-8200

(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 (see General Instruction A.2. below):

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 7, 2006, the Board of Directors of Antigenics Inc. (the “Company”) awarded the following bonuses to the Company’s named executives effective January 5, 2007:

	Cash		Restricted Shares (1)
Garo Armen, Chairman and CEO	$	—	137,500
Roman Chicz, SVP, Research and Development	$	85,500	28,500
Shalini Sharp, CFO	$	48,000	16,000
Kerry Wentworth, VP, Regulatory Affairs and Clinical Operations	$	47,438	15,813

All bonus awards are recommended based on achievement of goals and benchmark data.

⁽¹⁾ Restricted shares vest equally over two years beginning January 5, 2007.

In accordance with the Company’s consulting agreement with Pramod Srivastava, Ph.D., its scientific founder and a director, for the 12-month period beginning April 1, 2007, the Board of Directors has approved annual compensation to Dr. Srivastava of $50,000 payable quarterly in arrears.

On December 7, 2006, the Board of Directors of the Company also appointed Peter Thornton and Timothy R. Wright to serve as the new members of the Board of Directors, effective immediately. Each will serve as a Class I Directors, subject to his earlier resignation or removal, until the 2007 annual meeting of the Company’s stockholders and the election and qualification of his successor. In addition, the Board of Directors of the Company has appointed Tom Dechaene as its Lead Director.

In accordance with the Company’s Director Compensation Policy (the “Policy”), on December 7, 2006, Mr. Thornton and Mr. Wright each received a grant of a non-qualified stock option to purchase 25,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), in connection with his initial appointment as a director. Also under the Policy, for service as a director, each shall receive an annual cash retainer of $20,000, paid quarterly in arrears as of the last day of each calendar quarter; and an annual grant of a non-qualified stock option to purchase 15,000 shares of Common Stock, which shall generally be made at each annual meeting of the Board of Directors following the Company’s annual meeting of stockholders.

The options described above shall (i) vest annually over three years commencing on the date of grant, subject to continued service on the Board, as applicable; provided that any unvested portion vests automatically on the last day of the term of a director who does not stand for reelection at the end of his term, (ii) have an exercise price equal to the fair market value of the Common Stock as determined in the Company’s 1999 Equity Incentive Plan, as amended, and (iii) contain the terms and conditions set forth in the form of non-qualified stock option agreement previously approved by the Compensation Committee.

The Company’s press release announcing the appointments of Mr. Thornton and Mr. Wright and providing biographical information is attached hereto as Exhibit 99.1.

In addition, Bruce Leicher, Vice President, General Counsel has resigned effective December 15, 2006.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are furnished with this report:

99.1 Press Release dated December 13, 2006

SIGNATURES

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.

	ANTIGENICS INC.
Date: December 13, 2006	By:	/s/ Garo H. Armen
		Garo H. Armen, Ph.D.
		Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Sunny Uberoi

Corporate Communications

212.994.8206

suberoi@antigenics.com

Robert Anstey

Investor Relations

800.962.2436

ir@antigenics.com

PETER THORNTON AND TIMOTHY R. WRIGHT

JOIN ANTIGENICS’ BOARD OF DIRECTORS

NEW YORK – December 13, 2006 – Antigenics Inc. (NASDAQ: AGEN) today announced the appointment of Peter Thornton and Timothy R. Wright to its board of directors. Currently president and chief operating officer of Circ Pharma Limited, Mr. Thornton was formerly chief financial officer of Antigenics as well as senior vice president of business operations at Elan Corporation. Mr. Wright is currently chairman of ParagonRx and founder of Mortimer Capital. He was formerly president of global commercial operations at Elan as well as senior vice president of strategy and corporate business development at Dupont Merck Pharmaceutical Company.

“Both Peter and Tim have an impressive track record of successful financings, product commercializations, and corporate transactions,” said Garo H. Armen, PhD, chairman and CEO of Antigenics. “Individually and collectively, they bring significant financial, commercial and biopharmaceutical industry expertise to Antigenics’ board of directors.”

Peter Thornton is president and chief operating officer at Circ Pharma Limited, a specialty pharmaceutical product development company with a late-stage pipeline of novel formulations of existing drugs in the areas of cardiology and neurology. In 2004, Mr. Thornton joined Antigenics as chief financial officer from the global biopharmaceutical company Elan Corporation, plc., where he held senior management positions in operations and finance. He was latterly Elan’s senior vice president of business operations, focusing on the operational management of several business units, and restructuring and divestiture activities. During Mr. Thornton’s tenure at Elan, he also served as senior vice president of finance and operations for Elan’s drug delivery division. Prior to joining Elan in 1994, Mr. Thornton worked at the international accounting firm KPMG in Dublin and Paris. Mr. Thornton is a nonexecutive director of specialty pharmaceutical companies, Cydex Inc. and Merrion Pharmaceuticals Limited. Mr. Thornton earned his bachelor’s degree in commerce from University College, Cork, Ireland, and is a fellow of the Institute of Chartered Accountants in Ireland.

Timothy R. Wright is chairman of ParagonRx, a privately held pharmaceutical risk management firm, and founder of Mortimer Capital, an investment firm specializing in early-stage novel biologicals and small molecules. He brings to Antigenics’ board 23 years of pharmaceutical industry experience in general management, product development and commercialization as

well as business restructuring and transaction experience. Prior to his current positions, he was chief operating officer of Xanodyne Pharmaceuticals, a privately held pharmaceutical company focused on pain management and women’s health, where he created and executed transition plans to build infrastructure in development, regulatory affairs and operations. Previously, he was president and interim CEO of AAI Pharma, a hybrid pharmaceutical, drug delivery/manufacturing, and global clinical research organization. Mr. Wright has also held senior management positions at Elan Bio-Pharmaceuticals, Cardinal Health Inc. and Dupont Merck Pharmaceutical Company. Mr. Wright has served on several boards of directors, including those for AAI Pharma and CeNes Pharmaceuticals. Mr. Wright earned his bachelor’s degree from The Ohio State University.

About Antigenics

Antigenics (NASDAQ: AGEN) is a biotechnology company working to develop treatments for cancers, infectious diseases and autoimmune disorders. The company’s investigational product portfolio includes Oncophage^® (vitespen), a patient-specific therapeutic cancer vaccine being evaluated in several indications; Aroplatin™ (L-NDDP), a liposomal, third-generation platinum chemotherapeutic; AG-707, a therapeutic vaccine for the treatment of genital herpes; and QS-21, an adjuvant being evaluated by Antigenics’ corporate partners in several late-stage clinical trials. For more information, please visit www.antigenics.com.

This press release contains forward-looking statements, including statements regarding Mr. Thornton’s and Mr. Wright’s anticipated future contributions to the company’s board of directors. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements. Antigenics cautions investors not to place considerable reliance on the forward-looking statements contained in this press release. These statements speak only as of the date of this document, and Antigenics undertakes no obligation to update or revise the statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Antigenics’ business is subject to substantial risks and uncertainties, including those identified above. When evaluating Antigenics’ business and securities, investors should give careful consideration to these risks and uncertainties. The prior track records of Mr. Thornton and Mr. Wright do not assure Antigenics’ future success.

# # #