0001047469-11-001496 Sample Contracts

Re: Letter of Intent for a Cooperative Research and Development Agreement #02166
Research and Development Agreement • February 28th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • District of Columbia

NCI Principal Investigators: Drs. Sherry S. Ansher, Lee Jia and Howard Streicher Collaborator Investigators: Drs. Charles Link and Nicholas Vahanian

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LICENSE AGREEMENT BETWEEN CENTRAL IOWA HEALTH SYSTEM AND NEWLINK GENETICS CORPORATION
License Agreement • February 28th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • Iowa

THIS LICENSE AGREEMENT (the “Agreement”), by and between CENTRAL IOWA HEALTH SYSTEM, a not-for-profit corporation, organized and existing under the laws of the state of Iowa (“CIHS”), and NEWLINK GENETICS CORPORATION, a Delaware corporation, having a principal place of business at 2901 S. Loop Drive, Ames, Iowa, 50010 (“NEWLINK”) is effective as of the 2nd day of August, 2001(the “Effective Date”). CIHS and NEWLINK are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 28th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • Iowa

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of December 1, 2010, by and among: NEWLINK GENETICS CORPORATION, a Delaware corporation ("Parent"); BPS MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"); BIOPROTECTION SYSTEMS CORPORATION, a Delaware corporation (the "Company"); and BPS STOCKHOLDER REPRESENTATIVE, LLC as the Representative (as defined in Section 8.1). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AMENDMENT AGREEMENT
Amendment Agreement • February 28th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • Delaware

This amendment agreement (this “Agreement”), by and among NewLink Genetics Corporation, a Delaware corporation (the “Company”), and Dr. Charles J. Link, Jr. (the “Optionholder”), is entered into as of July 1, 2010 (the “Effective Date”).

AMENDMENT AGREEMENT
Amendment Agreement • February 28th, 2011 • Newlink Genetics Corp • Pharmaceutical preparations • Delaware

This amendment agreement (this “Agreement”), by and among NewLink Genetics Corporation, a Delaware corporation (the “Company”), and Dr. Nicholas Vahanian (the “Optionholder”), is entered into as of July 1, 2010 (the “Effective Date”).

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