Memorandum of Agreement

Exhibit 10.1

Iowa State University Research Park Corporation

2711 South Loop Drive, Suite 4050

Ames, Iowa 50010-8648

Memorandum of Agreement

The following information constitutes additions to the Lease Agreement between ISU Research Park Corporation (Landlord) and NewLink Genetics Corporation (Tenant).  Upon signatures of appropriate representatives of Landlord and Tenant affixed to this Memorandum, this Memorandum becomes a part of that Lease Agreement dated March 1, 2010.

Tenant has requested and Landlord agrees to extend the Lease Agreement to Building 5 Phase II (containing ±26,616 sf) at 2503 South Loop Drive, in the following manner:

* Estimated operating rents through June 30, 2012.  The majority of operating rents are property taxes which will rise annually as the property tax abatement declines.

At such time that Tenant proceeds with additional improvements for Building 5 Phase II, Tenant agrees to sign a five-year lease addendum on any finished area. Landlord will then provide $45/SF for tenant improvements and access to the remaining state funds, currently $450,000, assuming their continued availability.  Base rent for the additional finished space is currently projected at $11.50 SF/YR plus operating expenses, but could vary based on the interest rate.  The $11.50 SF/YR lease rate is based on the current interest rate.

Should the Tenant proceed with improvements and then determine a need to reduce the finished space they are leasing in Phase 2, Landlord will work with the Tenant to find qualified tenants to sublease the space from Tenant.  The Landlord will make all reasonable efforts to assist the Tenant in securing a tenant to sublease the space, including identifying all appropriate prospects to NewLink.

Tenant is responsible for all utility costs and operations will be consistent with those of Building 5 Phase I.  The tenant and landlord will work together to specify costs each is responsible for based on the Phase 1 lease.

Subject to the terms of this Memorandum, Tenant agrees that all terms and conditions of the March 1, 2010 Lease and those described in this Memorandum shall remain in force.

Please sign and return both originals to my office by November 18, 2011 if you concur with the above terms.  We will then send a fully executed copy for your records.

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