FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT



         This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") is

dated as of March 17, 2004 (the "Effective Date"), by and between ANTIGENICS

INC., a Massachusetts corporation and a wholly-owned subsidiary of ANTIGENICS

INC., a Delaware corporation, having its offices at 3 Forbes Road, Lexington, MA

02421 U.S.A. ("SELLER") and PP MANUFACTURING CORPORATION, a Delaware corporation

that will have offices located on or after the Closing at 175 Crossing

Boulevard, Framingham, Massachusetts, 01702-5404 ("SUB") and VIRBAC S.A., a

French corporation having its offices at 1 ere Avenue-2065 m L.I.D.-06516 CARROS

FRANCE ("PARENT," and together with SUB, "BUYER"). Capitalized terms used in

this Amendment and not otherwise defined herein shall have those meanings

attributed to them in the Agreement (as defined below).



                                   WITNESSETH



         WHEREAS, SELLER and BUYER are parties to that certain Asset Purchase

Agreement dated December 10, 2003 (the "Agreement"); and WHEREAS, SELLER and

BUYER desire to amend the Agreement, to provide for, among other things, the

acknowledgement that the Permits (as defined therein) relating to USDA Product

Licenses are Non-Transferable Permits.



         NOW THEREFORE, in consideration of the foregoing and of the mutual

covenants set forth below, the parties hereby agree as follows:



1.       The third "WHEREAS" clause contained in the preamble to the Agreement

is hereby deleted in its entirety and replaced with the following:



         WHEREAS, SELLER desires to sell to SUB, and SUB desires to purchase

         from SELLER, certain equipment and other tangible assets listed on

         Schedule 1.1.1 hereto and utilized (i) in the manufacture of (x) the

         antigen described in Appendix B to this Agreement ("P45") and (y) a

         veterinary grade extract of Quillaja Saponaria bark as more

         specifically described on Appendix C to this Agreement ("QA-21

         Adjuvant"), and (ii) to fulfill SUB's obligations under the Supply

         Agreement (as defined in Section 1.6.2(j) below);



2.       Schedule 1.1.1 of the Agreement is hereby amended to add the following

items as Tangible Assets:



         HPLC RELATED EQUIPMENT:

         Prep-Systems:

         Dynamax SD-1 Pumps (pair) A (01157) B (01156)

         with 800 ml/min. heads

         ProStar Load Pump (200 ml) 141814

         Absorbance Detector (UV-1) E30566

         Fraction Collector (FC-1) 188098

{PAGE}



         COLUMNS:

         5 cm Prochrom (w/ Jacket) N/A

         11 cm Prochrom    413-10-VE-95

         Solvent Ex. Clmn. (5 x 25 cm) N/A



         ANALYTIC SYSTEMS:

         HP Solvent Delivery System 135941 / 132923

         with Pump A and B

         Knauer Detector  35633

         Pressure Monitor 136214

         Gilson Injector 132378

         Dilutor 649F2S-808

         Control Box C01146



         COMPUTERS:

         Dell Opti-Plex System PC ( 84ZHT01) Screen (9172802101

         80709670H7K421 H) Mac G-4 HPLC System G-4 (XB0202FUHSE) Disk

         Drive (1010118178A) Screen (EW01602555)



         MAJOR ITEMS:

         Water Bath (VWR) 704406

         UPS System 328601014

         UPS System 328601024

         Explosion Proof Refrigerator 1538 / ANTI0049



3.       Schedule 2.7 of the Agreement is hereby deleted in its entirety and

replaced with the Schedule 2.7 attached hereto and incorporated herein.



4.       Section 4 of the Agreement is hereby amended by adding the following

Section:



         4.12.    USDA Product Licenses. SELLER and BUYER acknowledge and agree

         that obtaining permits substantially similar to the Non-Transferable

         Permits set forth on Schedule 2.7 of the Agreement identified as "USDA

         Product Licenses" is necessary in order for the parties to effectuate

         the purposes for which they have entered into this Agreement.

         Therefore, the parties acknowledge and agree that, in the event that,

         notwithstanding its good faith, best efforts, BUYER is unable to obtain

         such permits within ninety (90) days of the Closing Date (or such

         longer period as may be necessary to obtain the permits in the event

         the submitted applications are delayed at the USDA and remain under

         consideration), and BUYER is not able to legally operate the

         Manufacturing Site without such permits, then the parties shall use

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