CONTRACT AMENDMENT BUSINESS: NewLink Genetics Corporation MASTER CONTRACT #: 04-IVF-019 AMENDMENT #: One EFFECTIVE DATE: August 19, 2010
Exhibit 10.57
CONTRACT AMENDMENT
| BUSINESS: |
| NewLink Genetics Corporation |
| MASTER CONTRACT #: |
| 04-IVF-019 |
| AMENDMENT #: |
| One |
| EFFECTIVE DATE: |
| August 19, 2010 |
THIS CONTRACT AMENDMENT is made by and between the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, (hereafter “Department” or “IDED”), 200 East Grand Avenue, Des Moines, Iowa 50309, an agency of the State of Iowa and NewLink Genetics Corporation (hereafter “Business”), a Delaware corporation, 2901 South Loop Drive, Suite 3900, Ames, Iowa 50010.
WHEREAS, Business requested an extension of the Project Completion Date, and
WHEREAS, the IDED Board approved a one (1) year extension, effective as of the Effective Date stated above, and
NOW, THEREFORE, the Contract referenced above is amended as follows:
1. REVISION OF ARTICLE 10.2, “COVENANTS.” Article 10.2 is amended as follows:
10.2 Creation and Maintenance of Jobs in Iowa.
(a) By March 18, 2011 the end of the 5th year from the Contract Effective Date plus any additional extension periods that may be granted by IDED pursuant to this Article 10.2, the Business shall create 315 jobs and retain 35 jobs for a total of 350 jobs (the “Job Creation/Retention Obligation”). One hundred percent (100%) of the pledged jobs shall be created by March 18, 2011 the end of the 5th year from the Contract Effective Date. At that time, the 5-year Job Maintenance Period shall begin, ending March 18, 2016. The combined Job Creation Period time frame and the Job Maintenance Period shall be the end of the 10th year from the Contract Effective Date plus any additional extension periods that may be granted by IDED pursuant to this Article 10.2. All Project jobs shall be created and maintained in the State of Iowa.
2. REVISION OF EXHIBIT D, “DESCRIPTION OF THE PROJECT AND AWARD BUDGET.” Exhibit D is amended to revise the Project Completion Date. Details of this change are reflected in the attached Revised Exhibit C which is hereby incorporated by this reference and made a part of this Contract Amendment.
This section left blank intentionally; signature page follows.
Except as otherwise revised above, the terms, provisions, and conditions of Contract Number 04-IVF-019 remain unchanged and are in full force and effect:
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| Brett Mills, Director | DATE |
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GROW IOWA VALUE FUNDS PROGRAM
PROJECT DESCRIPTION AND BUDGET
(EXHIBIT D)
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| Original |
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| Name of Recipient: | NewLink Genetics | Amendment # |
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| Contract #: | 04-IVF-19 |
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PROJECT DESCRIPTION
NewLink Genetics, Inc. will develop and bring to market cancer drugs, diagnostic applications and software databases. The project involves bringing at least 3 cancer drugs to clinical trials, initiating collaborative product development with another pharmaceutical/biotech companies, building a pharmaceutical research and development facility, and constructing a pharmaceutical manufacturing plant.
PERFORMANCE TARGETS
NewLink Genetics will invest at least $189,862,500 in research and development of cancer drugs; acquisition of equipment; construction of a R & D facility and product manufacturing facility. NewLink Genetics will retain 35 employees and create 315 positions within 5 years of the Contract Effective Date by the Project Completion Date.
PROJECT COMPLETION DATE: 5 Years from Contract Effective Date March 18, 2011
PROJECT MAINTENANCE DATE: 10 Years From Contract Effective Date March 18, 2016
AMOUNT BUDGETED
| USE OF FUNDS |
| Cost |
| Source A |
| Source B |
| Source C |
| Source D |
| Source E |
| Source F |
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| Clinical Trials |
| $ | 55,300,000 |
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| $ | 55,300,000 |
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| Product Devel/Testing |
| $ | 2,500,000 |
| $ | 1,507,500 |
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| $ | 992,500 |
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| Research & Development |
| $ | 78,750,000 |
| $ | 2,000,000 |
| $ | 76,250,000 |
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| $ | 500,000 |
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| Capital Equipment Acq. |
| $ | 12,100,000 |
| $ | 1,600,000 |
| $ | 10,500,000 |
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| Building Construction |
| $ | 20,300,000 |
| $ | 492,500 |
| $ | 19,300,000 |
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| $ | 507,500 |
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| Bioinformatics Equipment/ |
| $ | 5,750,000 |
| $ | 400,000 |
| $ | 5,350,000 |
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| Database Equipment |
| $ | 0 |
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| Employee Training (260E) |
| $ | 1,930,000 |
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| $ | 1,930,000 |
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| Other Capital Investment |
| $ | 13,232,000 |
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| $ | 8,950,000 |
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| $ | 4,282,500 |
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| $ | 0 |
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| $ | 0 |
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| SUBTOTAL |
| $ | 189,862,500 |
| $ | 6,000,000 |
| $ | 175,650,000 |
| $ | 1,930,000 |
| $ | 5,775,000 |
| $ | 507,500 |
| $ | 0 |
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| SUBTOTAL |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 0 |
| $ | 0 |
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| TOTAL ALL FUNDS |
| $ | 189,862,500 |
| $ | 6,000,000 |
| $ | 175,650,000 |
| $ | 1,930,000 |
| $ | 5,775,000 |
| $ | 507,500 |
| $ | 0 |
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TERMS OF PROPOSED FINANCING
| Source of Funds |
| Amount |
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| Rate |
| Term |
| Collateral | |
| Source A: Iowa Values Fund |
| $ | 6,000,000 |
| Fgl/Royalty |
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| 1st position on Intellectual Property, $3.2 million royalty repayment to be paid back |
| Source B: NewLink Genetics Inv/Equity |
| $ | 175,650,000 |
| Tax Refund |
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| Source C: New Jobs Training Fund |
| $ | 1,930,000 |
| Grant |
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| Source D: NCIP/NJIP |
| $ | 5,775,000 |
| Tax Credits |
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| within ten years. |
| Source E: NCIP/NJIP |
| $ | 507,500 |
| Sales Tax Refund |
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| Source F: |
| $ | 0 |
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| TOTAL: |
| $ | 189,862,500 |
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ADDITIONAL PERFORMANCE TARGETS
| Number of Jobs to be Created: |
| 315 |
| Total of other Funds in Project: |
| $183,862,500 |
| Number of Jobs to be Retained: |
| 35 |
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| Total GIVF for Project: |
| $6,000,000 |
| Total GIVF for Project: |
| $6,000,000 |
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| GIVF per Job Affected: |
| $17,142.86 |
| Ratio of $1.00 of GIVF to: |
| $30.64 of “Other” Funds |
