LICENSE AGREEMENT AMENDMENT

Exhibit 10.40

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  [*] 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.