LICENSE AGREEMENT AMENDMENT

Exhibit 10.49

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

LICENSE AGREEMENT AMENDMENT

Inasmuch as NewLink Genetics Corporation of Ames, Iowa, and the Medical College of Georgia Research Institute of Augusta Georgia, have a valid and existing License Agreement related to the use of  Indoleamine-2,3-Dioxygenase and its inhibitors in Immuno-regulation [*] dated September 13, 2005;

and

Inasmuch as the parties agree that the License Agreement contains a provision (Section 4.1) for the acquisition of new, related Improvement Technologies by NewLink arising at MCGRI after the Agreement was signed

and

Inasmuch as the NewLink has reviewed a new Improvement Technology [*], and wishes to exercise its option to incorporate this technology into the existing License Agreement technology portfolio under its standard royalty terms and use conditions,

It is Agreed:

That the parties amend the License Agreement relative to its Exhibit A , such that MCG case [*] is to be included in the technology portfolio for development and commercialization by NewLink, effective the date that the License Fee of [*] is received at MCGRI.  All Payments due to the [*] will be coordinated by MCGRI according to the terms stated in [*].

This present amendment shall hereby be considered part of the original License Agreement and is hereto agreed by representatives of both parties signing below.