o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

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Item 1.	BUSINESS

•	Initiating randomization portion of Indigo301, a pivotal Phase 3 trial for patients with advanced melanoma, in the second of third quarter of 2018

•	Obtaining full Phase 2 results of indoximod plus checkpoint inhibitors in metastatic melanoma in the first half of 2018

•	Initiating Indigo201, a randomized Phase 2 trial for patients with metastatic pancreatic cancer, in the first half of 2018

•	Obtaining full Phase 2 results from the single-arm trial of indoximod plus gemcitabine nab-paclitaxel in metastatic pancreatic cancer in first half of 2018

•	Presenting two abstracts at the AACR Annual Meeting 2018, including data from a Phase 1 study of indoximod for pediatric patients with malignant brain tumors and data providing additional characterization of the differentiated mechanism of action of indoximod

•	Continuing to evaluate indoximod in additional oncology indications

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Toxicity. Chemotherapeutic agents are highly toxic to the human body and often cause a variety of side effects, which may include nausea and vomiting, bleeding, anemia and mucositis. Targeted therapeutics may have fewer systemic toxicities, but still tend to have off-target effects such as gastrointestinal inflammation, severe skin reactions and breathing difficulties. These effects limit a patient's ability to tolerate treatment thereby depriving the patient of the potential benefit of additional treatments or treatment combinations that might otherwise destroy or prevent the growth of cancer cells. Once educated as to the limited efficacy, limited increased survival and potentially significant toxicity of existing treatment alternatives, patients diagnosed with terminal cancer often choose to limit or forego therapy in order to avoid further compromising their quality of life. Patients with advanced stage cancer often cannot tolerate cancer therapy, and certain therapies have been shown to hasten death in some cases as the patient's health deteriorates.

•	Development of resistance. While many current therapeutic approaches may be effective against a particular target, the overall impact of these therapies on treating cancer is limited because the abundance and diversity of tumor cells are believed to enable cancers to adapt and become resistant to these treatments over time resulting in reduced longer-term efficacy.

•	Short-term approach. Incremental survival benefit is the primary objective of many currently marketed and development-stage cancer therapeutics. In general, many drugs show modest impact on overall survival or only affect progression-free survival. Other than surgical tumor removal, curative intent is often not a focus or realistic potential outcome of many current cancer therapies.

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Immune system suppression. Cancer is difficult to treat in part because cancer cells use sophisticated strategies to evade the immune system. Cancer treatment often involves the introduction of an agent, such as a chemical, an antibody or radiation, which causes cell apoptosis (programmed cell death) or inhibit the proliferation of all cells, including immune cells, thereby indirectly suppressing the immune system. A weakened immune system not only further inhibits the body's natural ability to fight cancer, but also causes patients to become more susceptible to infections and other diseases.

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•	we may experience delays or failure in reaching agreement on acceptable clinical trial contracts or clinical trial protocols with prospective sites;

•	regulators or institutional review boards may not authorize us to commence a clinical trial;

•	regulators or institutional review boards may suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements or concerns about patient safety;

•	we may suspend or terminate our clinical trials if we believe that they expose the participating patients to unacceptable health risks;

•	we may need to reformulate or change the dosing of our product candidates;

•	our clinical trials may have slower than expected patient enrollment or lack of a sufficient number of patients that meet their enrollment criteria;

•	patients may not complete clinical trials due to safety issues, side effects, dissatisfaction with the product candidate, or other reasons;

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•	we may experience difficulty in maintaining contact with patients after treatment, preventing us from collecting the data required by our clinical trial protocol;

•	product candidates may demonstrate a lack of efficacy during clinical trials;

•	our third-party contractors, including those manufacturing our product candidates or components of ingredients thereof or conducting clinical trials on our behalf, may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner or at all;

•	the supply or quality of raw materials or manufactured product candidates or other materials necessary to conduct clinical trials of our product candidates may be insufficient, inadequate or not available at an acceptable cost, or we may experience interruptions in supply;

•	we may experience governmental or regulatory delays, failure to obtain regulatory approval or changes in regulatory requirements, policy and guidelines;

•	enrollment in and conduct of our clinical trials may be adversely affected by the regulatory approval of competing agents in this class, competition with ongoing clinical trials or scheduling conflicts with participating clinicians; and

•	we may experience delays in achieving clinical trial endpoints and completing data analysis for a trial.

•	design of the trial protocol;

•	size of the patient population;

•	eligibility criteria for the clinical trial in question;

•	perceived risks and benefits of the product candidate under study;

•	changes in the standard of care that make the trial as designed less attractive to clinicians and patients;

•	availability of competing therapies and clinical trials, including announced Phase 3 clinical trials evaluating potentially competing IDO pathway inhibitors in clinical settings similar to our clinical trials;

•	the results of clinical trials of other IDO pathway inhibitors;

•	efforts to facilitate timely enrollment in clinical trials;

•	patient referral practices of physicians;

•	ability to monitor patients adequately during and after treatment; and

•	proximity and availability of clinical trial sites for prospective patients.

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•	a product candidate may not be considered safe or effective;

•	our manufacturing processes or facilities may not meet the applicable requirements; and

•	changes in their approval policies or adoption of new regulations may require additional work on our part.

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•	deficiencies in the conduct of the clinical trials, including failure to conduct the clinical trial in accordance with regulatory requirements or clinical protocols;

•	inspection of the clinical trial operations or trial sites by the FDA or other regulatory authorities resulting in the imposition of a clinical hold;

•	the product candidate may have unforeseen adverse side effects;

•	the time required to determine whether the product candidate is effective may be longer than expected;

•	fatalities or other adverse events arising during a clinical trial due to medical problems that may not be related to clinical trial treatments;

•	failure to demonstrate a benefit from using a drug;

•	the quality or stability of the product candidate may fall below acceptable standards; or

•	insufficient quantities of the product candidate to complete the trials.

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•	our preclinical testing may produce inconclusive or negative safety results, which may require us to conduct additional preclinical testing or to abandon product candidates that we believed to be promising;

•	our product candidates may have unfavorable pharmacology, toxicology or carcinogenicity;

•	our product candidates may cause undesirable side effects; and

•	the FDA or other regulatory authorities may determine that additional safety testing is required.

•	train, manage and motivate a growing employee base;

•	accurately forecast demand for our products; and

•	expand existing operational, financial and management information systems.

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•	our inability to recruit and retain adequate numbers of effective sales and marketing personnel;

•	the inability of sales personnel to obtain access to an adequate numbers of physicians to educate them about the attributes of any future products;

•	the lack of complementary products to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and

•	unforeseen costs and expenses associated with creating an independent sales and marketing organization.

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•	civil or criminal penalties;

•	injunctions;

•	suspension of or withdrawal of regulatory approval;

•	total or partial suspension of any ongoing clinical trials or of production;

•	voluntary or mandatory product recalls and publicity requirements;

•	refusal to approve pending applications for marketing approval of new products or supplements to approved applications filed by us;

•	restrictions on operations, including costly new manufacturing requirements; or

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•	seizure or detention of our products or import bans.

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•

The federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting, or receiving remuneration to induce or in return for purchasing, leasing, ordering, or arranging for the purchase, lease, or order of any health care item or service reimbursable under Medicare, Medicaid, or other federally financed healthcare programs. This statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers and formulary managers on the other. Although there are a number of statutory exemptions and regulatory safe harbors protecting certain common activities from prosecution, the exemptions and safe harbors are drawn narrowly. Practices that involve remuneration that may be alleged to be intended to induce prescribing, purchases or recommendations may be subject to scrutiny if they do not qualify for an exemption or safe harbor. Our practices may not in all cases meet all of the criteria for safe harbor protection from anti-kickback liability. In addition, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. Moreover, a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act.

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The federal False Claims Act prohibits any person or entity from knowingly presenting, or causing to be presented, to the federal government a claim for payment or approval that is false or fraudulent or from knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. Several pharmaceutical and other health-care companies have been prosecuted under these laws for allegedly providing free product to customers with the expectation that the customers would bill federal programs for the product. Other companies have been prosecuted for causing false claims to be submitted because of off-label promotion. Private parties may initiate qui tam whistleblower lawsuits against any person or entity under the False Claims Act in the name of the government and share in the proceeds of the lawsuit.

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The federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, imposes criminal and civil liability for knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of, or payment for, healthcare benefits, items or services; similar to the federal Anti- Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

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HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and its implementing regulations imposes certain obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information without appropriate authorization on covered entities, such as health plans, healthcare clearinghouses and healthcare providers as well as their business associates that perform certain services involving the use or disclosure of individually identifiable health information.

•	The federal Food, Drug and Cosmetic Act, or FDCA, prohibits, among other things, the adulteration or misbranding of drugs and medical devices.

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The federal Physician Payments Sunshine Act, and its implementing regulations require manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program to report annually to the Centers for Medicare and Medicaid Services information related to payments and other transfers of value to physicians, other healthcare providers, and teaching hospitals, as well as ownership and investment interests held by physicians and other healthcare providers and their immediate family members.

•	Analogous state laws and regulations include: state anti-kickback and false claims laws, which may apply to our business practices, including but not limited to, research, distribution, sales and marketing arrangements and claims involving healthcare items or services reimbursed by any third-party payer, including private insurers;

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•	the scope, rate of progress, results and costs of our preclinical studies, clinical trials and other research and development activities;

•	the scope, rate of progress and costs of our manufacturing development and commercial manufacturing activities;

•	the cost, timing and outcomes of regulatory proceedings (including FDA review of any BLA or NDA we file);

•	payments required with respect to development milestones we achieve under our in-licensing agreements;

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•	the costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims, including litigation costs and the outcome of such litigation;

•	the costs associated with commercializing our product candidates, if they receive regulatory approval;

•	the cost of manufacturing our product candidates and any products we commercialize;

•	the cost and timing of developing our ability to establish sales and marketing capabilities;

•	the potential requirement to repay our outstanding government provided loans;

•	competing technological efforts and market developments;

•	changes in our existing research relationships;

•	our ability to establish and maintain strategic collaborations, licensing or other arrangements and the financial terms of such arrangements;

•	the timing and receipt of revenues from existing or future products, if any; and

•	payments received under any future strategic collaborations.

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•	the collaborator may not apply the expected financial resources, efforts or required expertise in developing the physical resources and systems necessary to successfully commercialize the subject potential product;

•	the collaborator may not invest in the development of a sales and marketing force and the related infrastructure at levels that ensure that sales of the potential product reach their full potential;

•	disputes may arise between us and a collaborator that delay the commercialization or adversely affect its sales or profitability of the potential product; or

•	the collaborator may independently develop, or develop with third parties, products that could compete with the potential product.

•	we may be required to undertake the expenditure of substantial operational, financial and management resources;

•	other than under the AstraZeneca Agreement, Genentech Agreement and the Merck Agreement, we may be required to issue equity securities that would dilute our existing stockholders’ percentage ownership;

•	we may be required to assume substantial actual or contingent liabilities;

•	we may not be able to control the amount and timing of resources that our strategic collaborators devote to the development or commercialization of our product candidates;

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•	strategic collaborators may delay clinical trials, provide insufficient funding, terminate a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new version of a product candidate for clinical testing;

•	strategic collaborators may not pursue further development and commercialization of products resulting from the strategic collaboration arrangement or may elect to discontinue research and development programs;

•	strategic collaborators may not commit adequate resources to the marketing and distribution of our product candidates, limiting our potential revenues from these products;

•	disputes may arise between us and our strategic collaborators that result in the delay or termination of the research, development or commercialization of our product candidates or that result in costly litigation or arbitration that diverts management’s attention and consumes resources;

•	strategic collaborators may experience financial difficulties;

•	strategic collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in a manner that could jeopardize or invalidate our proprietary information or expose us to potential litigation;

•	business combinations or significant changes in a strategic collaborator’s business strategy may also adversely affect a strategic collaborator’s willingness or ability to complete its obligations under any arrangement;

•	strategic collaborators could decide to move forward with a competing product candidate developed either independently or in collaboration with others, including our competitors; and

•	strategic collaborators could terminate the arrangement or allow it to expire, which would delay the development and may increase the cost of developing our product candidates.

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•	decreased demand for our product;

•	injury to our reputation and significant negative media attention;

•	withdrawal of clinical trial volunteers;

•	costs of litigation;

•	distraction of management; and

•	substantial monetary awards to plaintiffs.

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•	new products, product candidates or new uses for existing products introduced or announced by our strategic collaborators, or our competitors, and the timing of these introductions or announcements;

•	actual or anticipated results from and any delays in our clinical trials, as well as results of regulatory reviews relating to the approval of our product candidates;

•	variations in the level of expenses related to any of our product candidates or clinical development programs, including those relating to the timing of invoices from, and other billing practices of, our clinical research organizations and clinical trial sites;

•	expenses related to, or our ability or perceived ability to secure, an adequate supply of any future products approved for commercial sale;

•	the results of our efforts to discover, develop, acquire or in-license additional product candidates or products;

•	disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;

•	announcements by us or our competitors of significant acquisitions, strategic collaborations, joint ventures and capital commitments;

•	the commercial or clinical success or failure, or perceived success or failure, of our collaborators, including Genentech, Merck and AstraZeneca;

•	additions or departures of key scientific or management personnel;

•	conditions or trends in the biotechnology and biopharmaceutical industries;

•	media attention, or changes in media attention, given to cancer and cancer treatment, the recent Ebola epidemic and efforts to develop treatments and vaccines for Ebola, or any other condition or disease that our product candidates are being developed to treat;

•	actual or anticipated changes in earnings estimates, development timelines or recommendations by securities analysts;

•	actual and anticipated fluctuations in our quarterly operating results;

•	the financial projections we may provide to the public, and any changes in these projections or our failure to meet these projections;

•	deviations from securities analysts’ estimates or the impact of other analyst rating downgrades by any securities analysts who follow our common stock;

•	other events or factors, including those resulting from political uncertainty, war, incidents of terrorism, natural disasters or responses to these events;

•	changes in accounting principles;

•	discussion of us or our stock price by the financial and scientific press and in online investor communities;

•	general economic and market conditions and other factors that may be unrelated to our operating performance or the operating performance of our competitors, including changes in market valuations of similar companies; and

•	sales of common stock by us or our stockholders in the future, as well as the overall trading volume of our common stock.

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•	the division of our Board of Directors into three classes with staggered, three-year terms;

•	advance notice requirements for stockholder proposals and nominations;

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•	the inability of stockholders to call special meetings;

•	limitations on the ability of stockholders to remove directors or amend our by-laws; and

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the ability of our Board of Directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could include the right to approve an acquisition or other change in our control or could be used to institute a rights plan, also known as a poison pill, that would work to dilute the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our Board of Directors.

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Item 1B.	UNRESOLVED STAFF COMMENTS

Item 2.	PROPERTIES

Item 3.	LEGAL PROCEEDINGS

Item 4.	MINE SAFETY DISCLOSURES

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Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

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Item 6.	SELECTED CONSOLIDATED FINANCIAL DATA

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Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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•	employee-related expenses, which include salaries, bonuses, benefits and share-based compensation;

•	the cost of acquiring and manufacturing clinical trial materials;

•	expenses incurred under agreements with contract research organizations, investigative sites and consultants that conduct our clinical trials and a substantial portion of our preclinical studies;

•	facilities, depreciation of fixed assets and other allocated expenses, which include direct and allocated expenses for rent and maintenance of research facilities and equipment;

•	license fees for and milestone payments related to in-licensed products and technology; and

•	costs associated with non-clinical activities and regulatory approvals.

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•	the scope, progress, results and costs of clinical trials for our product candidates, and discovery and development activities related to new product candidates;

•	the timing of, and the costs involved in, obtaining regulatory approvals for our product candidates;

•	the cost of commercialization activities if any of our product candidates are approved for sale, including marketing, sales, facilities, and distribution costs;

•	the cost of manufacturing our product candidates and any products we commercialize;

•	our ability to establish and maintain strategic collaborations, licensing or other arrangements and the financial terms of such agreements;

•	whether, and to what extent, we are required to repay our outstanding government provided loans;

•	the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; and

•	the timing, receipt and amount of sales of, or royalties on, our future products, if any.

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Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 9A.	CONTROLS AND PROCEDURES

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Item 9B.	OTHER INFORMATION

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Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Item 11.	EXECUTIVE COMPENSATION

Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

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Item 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Item 16.	FORM 10-K SUMMARY

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•	Incentive Stock Options

•	Nonstatutory Stock Options

•	Restricted Stock Awards

•	Stock Appreciation Rights

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13.	Restructuring Charges

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14.	Commitments and Contingencies

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(1)

In the fourth quarter of 2016, the Company adopted ASU 2016-09 which required adoption as of January 1, 2016. In the second and third quarter of 2016, the Company recorded an income tax benefit and an increase to additional paid in capital of $127,000 and $513,000, respectively, which is reflected in the above quarterly financial information (unaudited) as reported. Adoption allows for the recognition of excess tax benefits in the income tax provision rather than as paid-in capital. This resulted in the reversal of the prior quarter entries, including tax expense of $640,000 recorded in the fourth quarter of 2016.

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1.	The Parties acknowledge and agree that the NewLink Canada License was amended and restated by NewLink and Public Health Canada on December 5, 2017 with Merck’s prior written consent in accordance with Section 3.1.3 of the Agreement. Section 1.71 of the Agreement is hereby deleted in its entirety and replaced with the following:

1.71

“NewLink Canada License” means, collectively, (i) that certain Sole License Agreement for Recombinant Vesicular Stomatitis Virus Vaccines For Viral Hemorrhagic Fevers, between Her Majesty the Queen in Right of Canada (as represented by the Minister of Health, acting through the Public Health Agency of Canada (“Public Health Canada”)) and NewLink, dated as of [*], and (ii) that certain Material Transfer and License Agreement between Public Health Canada and NewLink dated as of [*], in each case, as the foregoing may be further amended in accordance with Section 3.1.3.

2.	Section 3.1.3 of the Agreement is hereby deleted in its entirety and replaced with the following:

3.1.3	It is the intent of the Parties that [*], and as such,

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3.	A new Section 3.1.4 of the Agreement is hereby added as follows:

3.1.4

NewLink Canada License. The Parties acknowledge and agree that each Party has [*] to [*] and that neither Party has [*]. NewLink shall not amend, restate, amend and restate, terminate in whole or in part, or otherwise modify the NewLink Canada License without the prior written consent of Merck, not to be unreasonably withheld. Notwithstanding anything to the contrary herein, all licenses or other grants granted by NewLink to Merck hereunder with respect to any NewLink Know-How or NewLink Patent Rights that are owned by Public Health Canada and licensed to NewLink under the NewLink Canada License (the “Canada IP”) shall at all times be subject to the terms and conditions of the NewLink Canada License (including the non-exclusive license granted by Public Health Canada to NewLink under such Canada IP with respect to the Ebola (Sudan) Field of Use (as defined in the NewLink Canada License)). Without limiting the generality of the foregoing and notwithstanding anything to the contrary herein, Merck acknowledges and agrees that:

(a)	the Field with respect to any Canada IP does not include any use or purpose for any animal disease, disorder or condition;

(b)	Public Health Canada’s prior written consent, not to be unreasonably withheld, is needed prior to Merck granting any sublicense to a Third

(c)

the licenses granted to Merck hereunder (including any surviving licenses pursuant to Section 8.1) with respect to any Canada IP, if not earlier terminated, shall expire on July 28, 2033. Notwithstanding anything to the contrary contained herein, post expiration of the NewLink Canada License (i) Merck and its Related Parties shall thereafter be forever released from its confidentiality and non-use obligations with respect to Public Health Canada’s Confidential Information (as defined in the NewLink Canada License) and can use Public Health Canada’s Confidential Information (as defined in the NewLink Canada License) without obtaining permission from Public Health Canada or NewLink or making payment to Public Health Canada or NewLink and (ii) Public Health Canada can use its Confidential Information (as defined in the NewLink Canada License) as it sees fit, and, for the avoidance of doubt, this sentence shall survive any expiration or termination of this Agreement.

4.	The following new Section 5.4.3(e) is hereby added to the Agreement after Section 5.4.3(d) of the Agreement:

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(e)

Payments to Public Health Canada by NewLink. Notwithstanding anything to the contrary contained herein, in the event NewLink or its Affiliates are obligated to pay any royalties directly to Public Health Canada during the applicable Know-How Royalty Term (as defined in the NewLink Canada License) in accordance with Section 5.12 of the NewLink Canada License as a result of sales of the applicable Product by Merck or its Related Parties in the Royalty Bering Territory hereunder after the expiration of the applicable Royalty Term hereunder for such Product in such Royalty Bearing Territory, then Merck shall reimburse NewLink for the amount of such payments to Public Health Canada within [*] days after issuance of an invoice to Merck therefor.

5.	The following new Sections 6.7 and 6.8 are hereby added to the Agreement after Section 6.6 of the Agreement:

6.7	Pricing on Sales to Public Health Agency of Canada. [*]

6.8	Emergency Action. [*]

6.	Capitalized terms used and not defined herein shall have the meaning ascribed to such terms in the Agreement. All references herein to paragraph or section location shall relate to the corresponding paragraph or section in the Agreement.

7.	Except as specifically set forth in this Amendment, the Agreement will continue in full force and effect without change. If there is any conflict between the terms of this Amendment and the Agreement, this Amendment will govern.

8.	This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same

9.	This Amendment shall be governed by and construed in accordance with the laws of the State of New York and the patent laws of the United States without reference to any rules of conflict of laws or renvoi.

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A.	WHEREAS Canada is one of the major performers in Canada of vaccine research relating to viral hemorrhagic fever (“VHF”) viruses;

B.	WHEREAS Canada has developed the technology known as the “Recombinant vesicular stomatitis virus vaccine for viral hemorrhagic fevers”;

C.	WHEREAS the main features of the technology include [*];

D.	WHEREAS, on May 4, 2010, the Parties entered into a license agreement pursuant to which a license was granted by Canada to the Company to Develop and Commercialize the technology. The Parties have agreed that it is in their best interests to amend and restate in its entirety the license agreement on the terms and conditions set out in this amended and restated License Agreement;

E.	WHEREAS Canada is willing to grant to the Company a license to Develop and Commercialize the technology on the terms and conditions set out in this License Agreement;

F.	WHEREAS the fundamental principles underlying this License Agreement are that:

ii)	In exchange, in good faith, the Company uses its discretion and experience in product development and regulatory affairs, its commercial resources and business savvy and, assuming that any relevant statutory, regulatory or administrative authorizations or permits for a vaccine product are obtained, its marketing, sale and distribution savvy for the benefit of both Parties;

i)	Canada grants to the Company (a) a sole, worldwide, revocable and royalty-bearing license to make, use, improve, Develop and Commercialize the technology in the field of prevention and

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ii)	Canada will retain non-commercial rights in the technology, including rights to use and further develop the technology for educational and research purposes;

iii)	Canada will retain commercial and non-commercial rights to license the technology to any third party outside the Ebola (Zaire) Field of Use and, subject to the foregoing, to license the technology to third parties within and outside the Ebola (Sudan) Field of Use, in each case, in the Territory;

iv)	The Company grants to Canada a non-exclusive and royalty-free license to make, use, manufacture and sell in the Field of Use the VHF vaccine products Developed by the Company in the exercise of the Licensed Rights, in the event of a public health emergency;

v)	The Company will make good faith efforts to collaborate with Canada on basic research and Development activities related to VHF virus vaccines; and

vi)	The Parties agree to maintain the confidentiality of each other’s Confidential Information provided under this License Agreement;

H.	WHEREAS the expectations of the Parties are that the Company will use commercially reasonable efforts to Develop a VHF vaccine and, assuming that any relevant and necessary statutory, regulatory and administrative authorizations or permits that may be required for a vaccine product are obtained, Commercialize it; and

I.	WHEREAS the Parties have agreed to their commercial relationship on the terms and conditions set out in this License Agreement.

1.1	“Affiliate(s)”

1.1.1	through the ownership of more than 50% of the voting share capital, and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate; or

1.1.2	otherwise has the possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person or entity; whether through ownership of equity participation, voting securities, or beneficial interests; by contract, by agreement, or otherwise.

1.2	“Commercialization” or “Commercialize”

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1.2.2	of the products resulting from the exercise of the Licensed Rights;

1.2.4	in the Territory;

1.2.6	for the maximum commercial return to the Company and Canada in accordance with Article 4 (Exploitation of Licensed Rights) including:

1.2.6.1	the Company obtaining any statutory, regulatory or administrative authorizations or permits that may be required in order for the Company to legally carry out all of its activities under the License Agreement.

1.3	“Confidential Information”

1.3.1	all scientific, technical, business, financial, legal, marketing or strategic information (including, without limitation, trade secrets and proprietary know-how);

1.3.2	all documented research, development, demonstration or engineering work, information that can be or is used to define a design or process or procure, produce, support or operate material and equipment, methods of production, regardless of its form;

1.3.3	all drawings, blueprints, patterns, plans, flow-charts, equipment, parts lists, software and procedures, specifications formulae, designs, technical data, descriptions, related instruction manuals, records and procedures;

1.3.4	information that is non-public, confidential, privileged or proprietary in nature,

1.3.5	however fixed, stored, expressed or embodied (and includes, without limitation, samples, prototypes, specimens and derivatives);

1.3.6	and including, without limitation, information disclosed during discussions, meetings, tests, demonstrations, correspondence or otherwise.

1.4	“Cover”

1.5	“Development” or “Develop”

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1.6	“Dispute”

1.6.1

includes without limitation any controversy, conflict, claim, disagreement or difference of opinion arising out of the License Agreement, (irrespective of whether it is premised on contract, tort or trust / equity), including, without limitation, any issues concerning the breach, interpretation, rectification, termination, performance, enforcement or validity of the License Agreement or the rights and liabilities of the Parties in relation to the License Agreement;

1.6.2	irrespective of the fact that there is no arguable defence under the License Agreement, or that the facts or law are undisputable and subject to judicial summary proceedings;

1.6.3	any controversy, conflict, claim, disagreement or difference of opinion or the rights and liabilities of the Parties

1.6.3.1	under any collateral or antecedent agreements independent of the License Agreement: or

1.6.3.2	with any emanation of Her Majesty the Queen in Right of Canada, other than the Public Health Agency of Canada.

1.7	“Execution Date”

1.8	“Field of Use”

1.9	“Generally Accepted Accounting Principles (GAAP)”

1.10	“Improvement(s)”

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1.10.2	constitutes a technological advance of any degree using any of the Patents or Confidential Information (irrespective of whether it infringes one or more claims of the Patents); and

1.10.3	was made and reduced into practice during the term of the License Agreement or within 12 (twelve) months of its termination or expiration by or on behalf of either Party; and

1.10.4	when applicable, Canada is lawfully entitled to communicate and license to the Company without breaching any restrictions on use or disclosure to third parties.

1.11	“Intellectual Property”

(i)

with respect to the Sale of a Licensed Product which is the mono-valent pharmaceutical composition or preparation (in any and all dosage forms) containing the mono-valent vaccine candidate known as rVSV-EBOV (in any suspension buffer or any lyophilized version thereof) as the sole active ingredient and administered through any route of administration other than oral administration, on a Licensed Product-by-Licensed Product and country-by-country basis:

(ii)	with respect to the Sale of all other Licensed Product(s), on a Licensed Product-by-Licensed Product and country-by-country basis:

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1.13	"License Agreement"

1.15	“Licensed Rights”

1.15.3

Confidential Information respecting the manufacturing processes for products resulting from the exercise of other Licensed Rights (including without limitation Patents and Improvements) either owned by Canada or licensed to Canada. This Confidential Information includes, without limitation, information pertaining to production of prophylactic and therapeutic vaccines in sufficient quantities for use in the event of a bio-terrorist event involving filoviruses (EBOV Zaire and EBOV Sudan) and was provided to the Company prior to the Execution Date of this License Agreement,

1.18	"Party"

1.20	"Patents"

1.20.1	the patents and patent applications as listed in Appendix A (Description of the Patents);

1.20.2	any author certificates, inventor certificates, utility certificates, improvement patents and models and certificates of addition, and includes any divisions, reissues, renewals, reexaminations and extensions thereof, and all continuations, continuations-in-part and divisionals of the applications

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1.20.3	subsequently patented Improvements to Patents where those Improvements are made and patented by Canada; and

1.20.4	any and all foreign equivalents of any of the foregoing.

1.21	“Sale”

1.22	"Sales Price"

1.25	"Territory"

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2.1	Grant:

2.1.2	the Company complying with and not being in breach of any of the provisions of the License Agreement; and

2.1.4	an assignment or other transfer of proprietary rights in the Licensed Rights to the Company; or

2.1.5	any authorization or permission beyond that expressly given in this License Agreement.

2.2	Carve Out

2.2.2	to carry out educational activities;

2.2.3	to pursue research and development, directly or indirectly, related to the Licensed Rights or Patents with or without the Company, collaborators or sponsors, with all attendant rights of publication;

2.2.4	to make, have made, manufacture, use, license sell and distribute and to administer (directly or through health care providers) to Canadians products resulting from the exercise of the Licensed Rights, the Patents and the Improvements in the event of a public health emergency pertaining or related to VHF in Canada, for the purpose of prevention or treatment of VHF, where:

2.2.4.1	neither the Company nor any of its Affiliates or sub-licensees has obtained regulatory approval of its product(s) under the Food and Drugs Act of Canada at the time the emergency is identified by Canada; or

2.2.4.2	neither the Company nor any of its Affiliates or sub-licensees is able to satisfy the demand for its approved product(s) in Canada at the time the emergency is identified by Canada;

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2.2.5	to make, have made, manufacture, use and distribute and to administer to Canada’s staff products resulting from the exercise of the Licensed Rights, the Patents and the Improvements, for the purpose of prevention and treatment of VHF, whether in or outside a public health emergency in Canada or abroad;

2.2.6	to make, have made, manufacture, use, license, sell and distribute and to administer (directly or through health care providers) products resulting from the exercise of the Licensed Rights, the Patents and the Improvements, outside of Canada, for compassionate care purposes for the prevention or treatment of VHF, where:

2.2.6.1	neither the Company nor any of its Affiliates or sub-licensees has obtained regulatory approval of its product(s) under the laws of the foreign country in question at the time the compassion care is identified by Canada; or

2.2.6.2	neither the Company nor any of its Affiliates or sub-licensees is able to satisfy the demand for its approved product(s) in the foreign country in question at the time the compassionate care is identified by Canada; and

2.3	Non Compete by Canada

2.4	Sub-licensing Permitted

2.4.1	The Company is permitted to sub-license Affiliates and non-affiliated or non-controlled parties, on the same terms and conditions of this License Agreement. The Company has no right to encumber any contractual, legal or equitable rights the Company may have against any Affiliate or sub-licensee in favour of any financial institution or any third party whatsoever;

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2.5	Sublicensing Conditions

2.5.1	be royalty-bearing, revocable, without the right to sub-sub-license, except with the prior written consent of Canada, which consent shall not be unreasonably withheld;

2.5.2	carry a royalty rate no less than that prescribed in the License Agreement;

2.5.5	be subject to the same obligations and restrictions as those required of the Company under the License Agreement;

2.6	Sub-Licensee Consideration

2.7	Termination

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3.1	Term

4.1	Business Plan

4.2	Disclosure Requirements

4.2.1	distribution and agency arrangements contemplated by the Company;

4.2.3	pro forma financial statements of sufficient detail to allow a thorough financial analysis of the Company’s assumptions, projected revenue streams and costs.

4.3	Continuing Disclosure

4.4	Inducement

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4.5	Breach

4.5.1	commits a misrepresentation, omission, concealment or incorrect statement of a material fact in the negotiations leading to the License Agreement in general or leading to or in the business plan in particular; or

4.5.2	breaches any representations or statements in the business plan,

4.6	Commercially Reasonable Efforts to Commercialize

4.6.2	use commercially reasonable efforts to create and satisfy demand for the Licensed Rights; and

4.6.3	not do, or assist anyone to do, anything inimical to the Commercialization.

4.7	Shelving a Fundamental Breach

4.8	Research Support Collaboration

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4.9	Public Announcements

4.10	Pricing on Sales to Public Health Agency of Canada

4.11	Emergency Access

5.1	Fees

5.1.1	MILEPOST FEES [*]

5.1.2	MILEPOST FEES [*]

5.2	Royalty Percentage Rate

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5.3	Minimum Royalty

5.4	Sub-Licensing Consideration

(i)

with respect to the Sale of a Licensed Product which is the mono-valent pharmaceutical composition or preparation (in any and all dosage forms) containing the mono-valent vaccine candidate known as rVSV-EBOV (in any suspension buffer or any lyophilized version thereof), as the sole active ingredient and administered through any route of administration other than oral administration, on all Sales exceeding [*]; and

(ii)	with respect to the Sale of all other Licensed Product(s), on a Licensed Product-by-Licensed Product basis, on all Sales exceeding [*].

5.5	Sub-Licensee’s Fees

5.5.1	COLLECTION AND ENFORCEMENT BY THE COMPANY

5.5.2	SUB-LICENSEE’S ARREARS PAID BY THE COMPANY

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5.6	Taxes

5.7	Payment to Canada

5.7.1	TIME & MODE

5.7.2	CURRENCY & ADDRESS

5.7.3	ACCOMPANYING DOCUMENTATION

5.8	Payments to Canada after Termination

5.9	Payment after Expiry of Patents

5.10	No Set-off

5.11	Accounting Approach

5.11.1	GAAP

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5.11.2	ACCRUAL

5.11.3	INTEREST OF OVERDUE ACCOUNTS

5.11.4	OTHER BASIS FOR PAYMENTS

6.1	Records Maintenance

6.2	Record Type

6.2.1	financial, business, manufacturing and technical support, including without limitation sales reports, inventory reports, subcontractor and distributor agreements, tax returns, catalogues, price lists, shipping records, invoice registers, invoices, financial statements and ledgers; and

6.3	Records, Access to those held by Off-Site Professionals

6.4	Audit Document Right

6.5	Audit Interview Right

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6.6	Audit Confidentiality

6.7	Duration

6.8	No Waiver

6.9	Discrepancy Percentage

6.10	Breach of Records Audit Article Material

7.1	Report - Commercialization & Marketing

7.1.1	a description of the steps taken by the Company to Develop and Commercialize and sub-license;

7.1.2	a description of the marketing conditions for the products or processes created by the exercise of the Licensed Rights; and

7.1.3	a report on the production, use and sales of the products or processes created by the exercise of the Licensed Rights.

7.2	Report - Officer’s Certificate

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7.3	Report - Audited Statement & Remittances

7.3.1	an audited statement, including the amount of the products or processes created by the exercise of Licensed Rights sold by the Company and the amount of royalties or other consideration payable;

7.3.2	the names and addresses of all Affiliates and sub-licensees to whom the Licensed Rights has been sub-licensed;

7.3.3	a full account of all revenues generated by such Affiliates and sub-licenses, including the amount of products or processes created by the exercise of Licensed Rights sold;

7.3.4	a calculation of the amount due to Canada for the royalties and consideration as stipulated herein as required under paragraphs 2.5 (Sublicensing Conditions) and paragraph 2.6 (Sub-licensee Consideration); and

7.3.5	subject to paragraph 5.7 (Payment to Canada) any remittances then payable to Canada, payable to the Receiver General for Canada, of the amount of royalties or other consideration so payable.

7.4	Report - Quality Control

7.5	Quality Control Obligations

7.6	Quality Control Spot Audits by Canada

7.7	Quality Control Spot Audits on behalf of Canada

7.8	Annual Report

7.8.1	the Company’s certified financial statements and evidence of renewal of the Company’s insurance policy under section 13 of the License Agreement;

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7.9	Annual Meeting

7.10	Material terms

8.1	Canada Owns Licensed Rights

8.1.1	the Licensed Rights are vested in and are the sole property of Canada;

8.1.2	ownership and all rights related to, connected with, or arising out of the foregoing held by Canada, including, without limitation:

8.1.2.1	Patents, Intellectual Property (but excluding, for clarity, Intellectual Property under clause (ii) of the definition of Intellectual Property), Confidential Information, copyright, the right to produce, publish or cause to be produced, and all published information material and documents;

8.1.3

the Company shall have no rights to the foregoing except as may be expressly granted under this License Agreement, and the Company shall not apply for any proprietary or other right and shall not divulge or disclose, without the prior written consent of Canada, any information, material or documents concerning the foregoing or make available in any way or use the Licensed Rights, except as expressly provided in the License Agreement.

8.2	No Impeachment

8.3	Inimical Use of Confidential Information

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8.4	Improvements - Ownership

8.5	Company Improvements - Disclosure

8.5.1	disclose to Canada forthwith all Improvements, innovations and discoveries Developed or created by or on behalf of the Company, solely or jointly with others (including Affiliates and sub-licensees), that are related to the Licensed Rights, together with any Intellectual Property rights residing therein; and

8.5.2	cause its sub-licensee, Merck to disclose to Canada (directly or through the Company) all Improvements, innovations and discoveries:

i)	Developed or created by or on behalf of Merck, solely or jointly with others (including Merck’s affiliates, sub-sub-licensees and Merck Ordinary Course Sublicensees); and

ii)	that are related to the Licensed Rights, together with any Intellectual Property rights residing therein.

8.6	Company Improvements - License to Canada

9.1	Estoppel Statement/Disclaimer of Express / Implied Warranties

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9.1.5	susceptibility of yielding valuable results or results are free of defects or otherwise harmless;

9.1.9	fitness for the Company’s corporate objectives (whether or not expressly or implicitly communicated to Canada).

9.2	Disclaimer of Statutorily Implied Warranties

9.3	Confidential Information Without Warranty / No Reliance

9.4	No Liability to Canada from Exercise of Rights

9.5	Third Party Representations

9.6	Disclosure & Due Diligence

9.6.1	Canada has made full and frank disclosure of all facts the Company deemed relevant before executing the License Agreement;

9.6.2	The Company has conducted a due diligence search of all matters relevant to the Licensed Rights, the Patents and the License Agreement;

9.6.3	Canada has made all best efforts to identify the significant characteristics of the Licensed Rights and that Canada makes no representation that all the characteristics both favorable and

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9.6.4	Canada is either under no duty to warn the Company or the Company unconditionally waives any such duty, about the Licensed Rights or Commercialization.

10.1	Patent Costs

10.2	Right to Patent and Patent Term Extensions

10.3	The Company Shall Obtain Regulatory Permissions

10.4	Her Majesty Not Obligated

11.1	Confidentiality Obligations

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11.1.2	used by the receiving Party exclusively for the purposes authorized under the License Agreement and for no other purpose whatsoever;

11.1.3	safeguarded by the receiving Party using all reasonable measures and taking such action as may be appropriate to prevent the unauthorized access, use or disclosure of the Confidential Information; and

11.1.4	not disclosed to third parties without the prior written consent of the disclosing Party.

11.5.1	In Public Domain - the information was legally and legitimately in the public domain through no act or omission of the receiving Party at the time of disclosure by the receiving Party;

11.5.2	Published - the information was legally and legitimately published or otherwise becomes part of the public domain through no act or omission of the receiving Party at the time of disclosure by the receiving Party;

11.5.3

Already Known To The Receiving party - the information was already in the possession of the receiving Party at the time of disclosure and was not acquired by the receiving Party, directly or indirectly, from the disclosing Party (as shown by documentation sufficient to establish the timing of such possession), and the receiving Party is free to disclose the information to others without breaching any contractual or trust obligations or common law duties;

11.5.4	Third Party Discloses - the information becomes available from an outside source who has a lawful and legitimate right to disclose the information to others, and the receiving Party is free to disclose the information to others without breaching any contractual or trust obligations or common law duties;

11.5.5	Independently Developed - the information was independently developed by the receiving Party without any of the Confidential Information being reviewed or accessed by the receiving Party (as shown by documentation sufficient to establish the timing of such development); or

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11.5.6

Judicial/Administrative Order - the information was released due to a compulsory order under a judicial process or under a compulsory regulatory (including securities) requirement, none of which was invited by, or consented to, by the receiving Party and the receiving Party made all reasonable efforts to secure a court order to limit production, use and disclosure of the information to the narrowest class practical under the circumstances.

11.6	Return of Confidential Information

11.9.2	directly or indirectly, including without limitation, the use of consultants, Affiliates or third parties;

11.9.4	which agents, servants or employees are employed or retained in connection with, or whose responsibilities relate in whole or in part, to the Confidential Information, the Licensed Rights or the Patents; or helped produce or create the Confidential Information, the Licensed Rights or the Patents;

11.9.5	Canada grants in advance its written permission to such a     solicitation or the employment of such a person; or

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11.9.6	[*] have elapsed from the Execution Date of the Original License Agreement.

11.10	Exemption

11.10.2	do not involve the Confidential Information, the Licensed Rights or the Patents.

11.11	Contact Only Under License Agreement

11.12	Terms Of Agreement Confidential But Not Existence of Agreement

12.1	The Company Incorporated & Authorized & Bound

12.1.1	ABILITY

12.1.2	AUTHORIZATION

12.1.3	INCORPORATION JURISDICTION

12.1.4	EXTRA-PROVINCIAL REGISTRATION

12.1.5	ENFORCEABLE

12.1.6	LITIGATION

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12.1.7	VERACITY OF STATEMENTS

12.1.8	INCONSISTENT AGREEMENTS / OBLIGATIONS

12.1.8.1	preclude the Company from fulfilling its obligations under the License Agreement; or

12.1.8.2	cause the Company to breach an agreement with a third party;

12.1.9	NO MARCH IN RIGHTS

12.1.10	NO BREACH OF THIRD PARTY AGREEMENTS

12.2	Canada Authorized

12.2.1	AUTHORIZATION

12.2.2.1	no further action is required by or in respect of any governmental or regulatory authority; and

12.2.2.2	the License Agreement is legal, binding and enforceable in accordance with its terms.

13.1	The Company’s Indemnification

13.1.3	from and against all claims, demands, losses, penalties, damages, costs, (including reasonable solicitor and own-client costs and expert witness costs), actions, suits or other proceedings whatsoever, whether groundless or otherwise,

13.1.4	brought or prosecuted in any manner which heretofore or hereafter may be made by a third party

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13.1.5	however and whenever arising out of, relating to, occasioned by or attributed to,

a)

any acts or conduct (including, without limitation, omissions, misrepresentations, errors and offences) of the Company, its employees, servants, agents, advisors, sub-licensees or Affiliates (whether by reason of negligence or otherwise) in the performance by the Company of the provisions of the License Agreement or any activity undertaken or purported to be undertaken under the authority or pursuant to the terms of the License Agreement, including without limitation, exercise of the Licensed Rights and Commercialization;

b)	any infringement or alleged infringement by the Company’s use of the Patents, the Licensed Rights or Licensed Products of proprietary rights of any third party any including, without limitation, patent, trade-mark, copyright or trade secret rights;

c)	any claim the Patents, the Licensed Rights or the Licensed Products or any aspect or use thereof by the Company infringes or constitutes misappropriation of the intellectual property rights of any third party; and

d)	any claim or demand against the Patents, the Licensed Rights, the Licensed Products or the interest of Canada or the Company therein.

13.2	Indemnity Separate / Continuing

13.3	Insurance

13.3.1	INSURANCE COMPANY

13.3.2	NAMED INSURED

13.3.3	LIMITS

13.3.4	TERMINATION NOTICE

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13.4	Canada’s Liability Cap

13.4.1	breach of the representations, conditions or warranties contained herein or any of the other provisions of the License Agreement or any other breach giving rise to liability, including a breach of a condition or fundamental term or fundamental breach or breaches; or

13.4.3	for any cause of action whatsoever and regardless of the form of action (including breach of contract, trust, strict liability, tort [*], or any other legal or equitable theory);

13.5	Excluded Heads of Damage

13.5.2	any economic loss, consequential damages, relational loss, including but not limited to lost business revenue, lost profits, business interruption, failure to realize expected savings, loss of data, loss of business opportunity suffered by the Company or any claim whatsoever and whenever made against the Company by any third party;

13.5.4	the damages encompassed by subparagraphs 13.5.1 and 13.5.2 were foreseeable by Canada, or

13.5.5	such damages resulted from a fundamental breach of the License Agreement.

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13.6	No Actions Against Employees

13.7	Notifications

14.1	Third Party Suit

14.2	Infringement Uncovered

14.3	Company May Sue

14.4	Distribution of Company’s Recovery

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14.5	Canada May Sue

15.1	By Canada for Cause

15.1.1	INSUFFICIENT EFFORTS

15.1.2	NO PAYMENT

15.1.3	BREACH OF CONFIDENTIALITY

15.1.4	BREACH OF BUSINESS PLAN

15.1.5	QUALITY CONTROL & AUDIT

15.1.6	CEASES BUSINESS

15.1.7	MULTIPLE BREACHES

15.1.8	CROSS-DEFAULT

15.1.9	CRIMINAL CONVICTION

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15.1.10	GENERAL BREACH

15.1.11	REPUDIATES

15.2	Automatic Termination

15.2.1	ASSIGNMENT

15.2.2	BANKRUPTCY

15.2.2.2	has a meeting proposed or convened, seeking or actually passing a resolution to appoint a trustee or official manager;

15.2.2.3	has a receiver, receiver-manager, liquidator, trustee in bankruptcy, custodian or any other officer with similar powers appointed for the Company or such an order is sought;

15.2.2.4	has any or all of its assets seized or otherwise attached for the benefit of creditors;

15.2.2.5	proposes or convenes a meeting to seek or passes a resolution for winding up;

15.2.2.6	takes the benefit of any statute, at the time in force, relating to bankrupt or insolvent debtors for the orderly payment of debts;

15.2.2.7	makes a general assignment for the benefit of creditors;

15.2.2.8	submits a proposal or arrangement under any debtor/creditor legislation;

15.2.2.9	is the subject of a petition or files an assignment under the Bankruptcy Act or any successor legislation; or

15.2.2.10	does or attempts anything analogous to the aforementioned events or having a substantially similar effect to any of the aforementioned events under the laws of any jurisdiction.

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15.3	Termination Not A Penalty

15.4	Procedure

15.5	Effect on Sub-licensees

15.6	Duties on Termination or Expiration

15.6.1	return immediately to Canada all Licensed Rights and Confidential Information of Canada, including copies thereof;

15.6.2	certify in writing to Canada within thirty (30) days of termination, that to the best of the Company’s knowledge, all of the Confidential Information (including copies) of Canada has been returned;

15.6.3	deliver a detailed statement to Canada of the inventory of the products made from the exercise of the Licensed Rights then existing, but not sold by the Company, as of the date of termination;

15.6.4	provide Canada the right of first refusal to purchase from the Company any products made from the exercise of the Licensed Rights inventory at fair market value;

15.6.5	dispose of any remaining products made from the exercise of the Licensed Rights in inventory as specified by Canada subject always to any obligations under Article 5.0 (Fees & Royalties);

15.6.6	pay all costs due under the License Agreement either by the Company on its behalf or a sub-licensee, up to and including the termination date, within thirty (30) days of the termination;

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15.6.7	pay all costs due under the License Agreement, subsequent to the termination, for any products made from the exercise of the Licensed Rights sold after termination, within thirty (30) days of the liability being incurred;

15.6.8	grant back to Canada any technology rights, clinical or research data arising from the Licensed Rights or otherwise under the License Agreement;

15.6.9	assign to Canada (or her nominee) any equities, goodwill, or other similar rights which the Company has or alleges to have acquired in the Licensed Rights or derived in the Commercialization. The Company shall also execute such further documentation as Canada may reasonably request in order to confirm such assignment;

15.7	Surviving Obligations

15.7.4	Paragraphs 8.4 to 8.6 (Improvements - Ownership, Company Improvements - Disclosure, Company Improvements - License to Canada);

15.7.5	Article 11.0 (Confidentiality / Fiduciary & Equitable Remedies); provided that such Article 11.0 shall survive the expiration or termination of this Agreement for the period of time set forth in Article 11;

15.7.6	Article 13.0 (Indemnity, Insurance and Liability Allocation & Caps); and

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16.1	Negotiations

16.1.1	INFORMAL NEGOTIATIONS

16.1.1.1	contact their counterpart, and attempt bona fide efforts to diligently resolve the Dispute through amicable negotiations;

16.1.1.2	provide full, frank and timely disclosure of all relevant facts, information and documents to facilitate those negotiations;

16.1.1.4	reduce the Dispute to writing, and if the contact persons cannot agree on the wording of the Dispute, both contact persons shall submit to each other their written version of the Dispute.

16.1.2	FORMAL NEGOTIATIONS

16.1.2.1	These individuals may not delegate, substitute or direct, surrogates for them at these negotiations.

16.1.2.2	These individuals shall meet in person to negotiate and the Parties shall bear their own costs.

16.1.2.3	Unless otherwise agreed, the meetings shall alternate between Company, HQ, and Canada, HQ, commencing in Ottawa, Ontario, for the first meeting for the first Dispute. There shall be one meeting only per Dispute, which meeting shall not exceed one (1) business day in length.

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16.1.2.4	The Parties may bring no more than two consultants to a meeting. The two consultants shall not have a right of audience or otherwise to negotiate the Dispute.

16.2	Mediation

16.3	Skip Mediation - Direct to Arbitration

16.4	Mediation Process

16.4.1	APPOINTMENT OF MEDIATOR

16.4.2	GOOD FAITH EFFORTS

16.4.3	EMPOWERED REPRESENTATIVES

16.4.4	COSTS

16.4.5	FULL DISCLOSURE

16.4.6	LOCATION

16.5	Unsuccessful Mediation - Remit to Arbitration

16.6	Arbitration - Structure

16.6.1	FORUM LAWS / PROCEDURAL RULES

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16.6.2	NUMBER OF ARBITRATORS

16.6.3	ISSUE BEFORE ARBITRATOR

16.6.4	APPLICABLE SUBSTANTIVE LAW

16.6.5	NO EQUITY

16.6.6	ARBITRAL INTERIM ORDERS

16.6.7	LOCATION

16.6.8	LANGUAGE

16.6.9	NOTICES

16.7	Emergencies / Judicial Jurisdiction

16.8	Final & Binding

16.8.3	the exclusive remedy between the Parties, regarding any claims, counterclaims, issues or accountings presented or pled to the arbitration tribunal, and

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16.9	Arbitral Decision Deadline

16.9.1	If the facts and law are either too complicated or voluminous to allow a properly considered decision within thirty (30) days, then the decision shall be rendered in not less than one hundred and eighty (180) days, but the arbitrator shall notify the Parties of the longer decision period by not later than the close of final arguments.

16.10	Power to Settle

16.10.1	Notwithstanding the foregoing, if the nature, seriousness or financial quantum of the Dispute in law or corporate policies/practices requires approval from the Board of Directors, or the Chief Public Health Officer, as the case may be, then, such approval shall be obtained within five (5) business days of the proffer of any settlement offer.

16.10.2	If applicable, the arbitration tribunal shall withhold its final decision until the Parties have ceased negotiating a settlement.

16.11	Adjournment to Empower Representative

16.12	Deemed Abandonment

16.13	General ADR Conditions

16.13.1	NO LITIGATION

16.13.2	OBLIGATIONS DURING ALTERNATE DISPUTE RESOLUTION (ADR)

16.13.3	PRIVILEGE

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16.13.4	CONFIDENTIALITY

16.13.5	ADR DISCLOSURES NOT ADMISSIBLE IN SUBSEQUENT PROCEEDINGS

16.13.6	NORMALLY ADMISSIBLE EVIDENCE

16.14	Limitation

16.15	Material Breach

17.1	Entire Agreement

17.2	No Third Parties

17.3	No Pre-Contractual Inducing Representations

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17.3.1	neither has been induced to enter into the License Agreement by any representations whatsoever not set expressly forth in the License Agreement;

17.3.3	no such representations shall be used in the interpretation or construction of the License Agreement; and

17.3.4	no claims (including, without limitation, loss of profits, indirect, incidental, consequential damages and economic loss) arising directly or indirectly, from any such representation, negligent or otherwise, shall accrue in law or equity, or be pursued by the Company, and Canada shall have no liability for any such claims.

17.4	Due Diligence Search

17.5	Independent Legal Advice

17.6	No Adverse Presumption in Case of Ambiguity

17.7	Severability

17.7.1	NON-MATERIAL

17.7.2	MATERIAL

17.7.3	FUNDAMENTAL

17.7.3.1	the jurisdiction which found the invalidity shall be deleted from the Territory; or

17.7.3.2	if the jurisdiction cannot be deleted from the Territory, or there is more than one

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17.8	Successors and Assigns

17.9	Plurality and Gender

17.10	Not a Joint Venture

17.10.1	nothing contained in the License Agreement nor any acts of any Party shall constitute or be deemed to constitute the Parties as partners, joint venturers or principal and agent in any way or for any purpose;

17.10.2	no Party has the authority to act for, or to assume any obligation or responsibility on behalf of any other Party; and

17.10.3	the relationship between the Parties is that of licensor and licensee.

17.11	Minister Not Fettered

17.12	Federal Legislation

17.13	Right to Legislate

17.14	Compliance with Law

17.15	No Implied Obligations

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17.16	Access to Information

17.17	Forum Conveniens & Applicable Laws

17.17.1	application of the United Nations Convention on Contracts for the International Sale of Goods;

17.17.2	International Sales of Goods Act; and

17.17.3	any conflict of laws, venue, forum non-conveniens, rules or principles which might refer Disputes to the laws of another jurisdiction.

17.18	Attornment

17.19	USA Jury Trial

17.20	USA Jury Trial / Treble Damages Addendum

17.20.1	arising under the License Agreement ;or

17.20.2	in any way connect with or related or incidental to the dealings of the Parties in respect of the License Agreement or any other agreements or the transactions related hereto or thereto in each case whether now existing or hereafter;

17.20.3	whether in contract, tort, equity or otherwise.

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17.21	Waiver of Counterclaims

17.22	Due Diligence Audits

17.23	Recitals Accurate

17.24	Force Majeure

17.24.1	EVENTS

17.24.1.1	war, whether declared or not, civil war, revolution, acts of piracy / terrorism, acts of sabotage;

17.24.1.2	natural disasters such as violent or destructive storms, cyclones, earthquakes, tidal waves floods, destruction by lightning;

17.24.1.3	explosions, fires, destruction of machines, factories, and any kind of installation;

17.24.1.4	boycotts, strikes and lock-outs of all kinds, go-slows, occupation of factories and premises, and work stoppages which occur in the enterprise of the Party seeking relief;

17.24.1.5	acts of governmental bodies, agencies, boards, whether lawful or unlawful other than those of the Public Health Agency of Canada,

17.24.1.6	the lack of regulatory or other approvals, licenses, permits and authorizations necessary for the performance of the License Agreement which are issued by a public authority of any kind whatsoever for which the Company did not apply for or diligently prosecute;

17.24.1.7	the inability of the affected Party to obtain financing or any other financial inability on the part of either Party to meet its obligations under the License Agreement;

17.24.1.8	force majeure events that the affected Party knew or should have reasonably known at the time of negotiating the License Agreement were probable or avoidable or the effects of which could be minimized, and the affected Party took no steps to deal with such force majeure events,

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17.24.1.9	the portion of the breach or delay due to the failure of the affected Party to take all necessary reasonable steps to minimize, overcome or control the effects of the force majeure event.

17.24.2	DUTY TO NOTIFY

17.24.2.1	give notice to the other Party of such force majeure and its effects on the affected Party’s ability to perform as soon as practicable after the force majeure and its effects upon the affected Party’s ability to perform become known to that Party. Notice shall be given when the ground of relief ceases;

17.24.2.2	take all reasonable efforts to correct, compensate or minimize the effect of the force majeure event.

17.24.3.1	be excused of its obligations under the License Agreement to the extent necessitated by the force majeure event from the time of the force majeure event or if notice was not given as soon as practical, from the receipt of such notice. Failure to give notice makes the failing Party liable in damages for losses suffered by the other Party which otherwise could have been avoided; and

17.24.3.2	complete or continue performance of its obligations and duties under the License Agreement as soon as practical after the cessation, removal, or overcoming of the force majeure event.

17.24.4	TERMINATION OF AGREEMENT

17.24.5	POSTPONEMENT OF OBLIGATIONS

17.25	Waiver

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17.26	No Estoppel Due to Third Party Practices

17.27	Contract Always Speaks

17.28	Time is of the Essence

17.29	Headings

17.29.1	All headings in the License Agreement have been inserted as a matter of convenience and for reference only, and in no way define, limit, enlarge, modify, the scope or meaning of the License Agreement or any of its provisions.

17.29.2	Nevertheless an arbitrator or judge may use any or all of the table of contents, recitals, and headings when reviewing the covenants, statements, representations & warranties and conditions subsequent to better understand the commercial and legal intent of the License Agreement’s provisions.

17.30	Internal References

17.31	Precedence Over Appendices

17.32	Appendices

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18.1	Amendments

18.2	No Assignment Without Consent

18.3	Mode of Assignment / Approval Conditions

18.3.4	merger, transfer, conversion, assignment, redemption, issuance, sale, cancellation, pledge, conversion or other dealings with any securities;

18.3.6	acquisition by a person or persons acting in concert of a majority interest of securities by a person or persons acting in concert who did not hold such a majority interest at the time of the initial public offering (IPO) or at any time after the IPO.

18.3.8	otherwise in any manner or structure whatsoever (each of the transactions identified in paragraphs 18.3.1-18.3.8, a “Change of Control”);

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i)

such Change of Control is with an entity that is listed as a known terrorist organization as of the time of the consummation of such Change of Control (as identified on an official government list made publicly available by Canada. and provided that Canada has provided a link to a Canada website that lists such terrorist organizations prior to the entering into of the agreement for such Change of Control); or

ii)

such Change of Control is with an entity headquartered in a country with whom Canada has suspended diplomatic relations as of the time of the consummation of such Change of Control (as identified on an official government list made publicly available by Canada, and provided that Canada has provided a link to a Canada website that lists such countries with whom diplomatic relations are suspended prior to the entering into of the agreement for such Change of Control); or

iii)

such Change of Control is with an entity that is in active litigation with the Government of Canada as of the time of the consummation of such Change of Control relating to intellectual property litigation or breach of contract litigation, in each case with an amount in controversy of at least [*] (a Change of Control described in the foregoing clauses (i), (ii) or (iii), a “Prohibited Entity Change of Control”);

18.3.9	Upon the first to occur of (i) an assignment of the License Agreement;

18.3.10	Consent to any assignment will not be construed as consent to any other assignment.

18.4	No Consent - Material Breach

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18.5	Assignment Prejudicial - Compensation

18.6	No Comfort Letter

18.7	Subcontracting

18.8	No Third Party Rights

18.9	Remedies Cumulative

18.10	Mutual Assistance

18.11	Counterpart

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18.12	Prospective Effect of Amended and Restated License Agreement

19.1	No Bribes

19.2	No Share to Members of Parliament

19.3	Public Office Holders

20.1	Addresses / Contacts

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20.2	Deemed Delivery

20.2.2	if sent by electronic transmission, forty-eight (48) hours after the time of confirmed transmission, excluding from the calculation weekends and public holidays;

20.2.3	if sent by certified mail, four (4) days after the mailing thereof, provided that if there is a postal strike or other disruption, such notice will be delivered by hand or electronic transmission.

20.3	Change of Address

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AND:	BIOPROTECTION SYSTEMS CORPORATION, a company incorporated as a subchapter C corporation under the laws of Delaware and having its registered office at Iowa State University, University Research Park, 2901 South Loop Drive, Suite 3360, Ames , Iowa, USA 50010 ("BPS")

A.	WHEREAS Canada and BPS executed a license Agreement dated May 04, 2010 (the "License Agreement ', as amended from time to time), under which Canada granted to BPS a personal, non-transferable , sole, revocable, royalty-bearing license to commercialize the technology developed by Canada known as the recombinant vesicular stomatitis virus vaccine for viral hemorrhagic fevers ( "rVSV ') ;

B.	WHEREAS under the License Agreement, Canada provides BPS with the rights to exercise patents, intellectual property and confidential information, as described in the License Agreement (the "Licensed Rights") within the Field of Use as described in the License Agreement,

C.	WHEREAS for the purpose of enabling BPS to carry out the permitted activities with respect to the Licensed Rights as required under the License Agreement, BPS obtained from Canada a license to use rVSV data and materials that Canada possesses relating to the Licensed Rights under the terms of a material transfer agreement dated June 27, 2011 (the "Previous MTA");

D.	WHEREAS as of the date of signature of this Agreement the Parties are negotiating an amendment to the License Agreement to permit BPS to have access, through a sole license, to a broader range of Canada's materials for the exercise of the Licensed Rights within the field of use, with a further right to sub-license the materials to BPS's

E.	WHEREAS the purpose of the present Agreement is to set out the terms and conditions of the sole license to BPS, on a go forward basis, with respect to the use of the materials already provided to BPS under the Previous MTA as well as to the broader range of materials needed by BPS in order to exercise the Licensed Rights within the Field of Use, such terms and conditions to also

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1.1	"Agreement" means this Agreement, which includes attached appendices, and refers to the whole of the Agreement, and not to any particular section or portion thereof.

1.2	"Intellectual Property" includes, without limitation, all patents, patent applications, trade-marks, copyrights, inventions, industrial designs, trade-names, trade secrets and other intellectual property rights whether registered or not, owned by or licensed to Canada, relating to the Materials.

1.3

"Materials" means assays, cell lines, seeds (including pre-seeds, master seeds and working seeds), cell banks (including master cell banks and working cell banks), clones, reagents, primers, vectors, antibodies, data, compounds (including molecular constructs), serum samples, biological samples, Vaccine and other materials that are necessary or reasonably useful to exercise the Licensed Rights within the Field of Use under the License Agreement .

1.4	"Party" or "Parties" means either Canada or BPS, or both of them, and their respective employees , servants and agents.

1.5	" Vaccine" means the experimental recombinant vesicular stomatitis virus encoding the Ebola virus glycoprotein .

2.1	Canada hereby grants to BPS a sole, revocable, royalty-free license to:

2.1.1	use the Materials for the purpose of exercising the Licensed Rights within the Field of Use;

2.1.2	sub-license the Materials to Merck under a sublicense on the same terms and conditions as this Agreement .

2.2	The Parties acknowledge and agree that the granting of the sole license in this Agreement will not affect, modify or diminish Canada's carve-out rights under section 2.2 of the License Agreement .

2.3

The Previous MTA will end on the effective date of this Agreement, except that all rights and obligations of the Parties under the Previous MTA that survive termination shall continue in force and effect until, by their nature or by operation of law, they expire. The use of all Materials provided to BPS by Canada under the Previous MTA shall be, going forward, governed by the terms of this Agreement as of the effective date of this Agreement .

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3.1

BPS hereby requests that Canada transfer to Merck the Materials set forth in Appendix B, as soon as practical. Canada shall provide any other Materials that Canada may have the rights to transfer, to BPS, as and when requested by BPS in a timely manner. If BPS requests Canada to transfer any of the other Materials to Merck, Canada will provide these Materials directly to Merck in a timely manner. The provision of the Materials by Canada to Merck shall be deemed to be a provision of the Materials to BPS hereunder and an exercise by BPS of the right to sub-license the Materials to Merck under clause 3.3 of this Agreement . BPS shall assume full responsibility, including risk of loss of and damage to the Materials, once the Materials have left the physical possession of Canada.

3.2	BPS is permitted to provide the Materials to its employees, servants and agents solely for the purpose of exercising the Licensed Rights within the Field of Use and for no other purpose whatsoever .

3.3

BPS may further sub-license any or all of the Materials to Merck subject to BPS and Merck executing a material transfer agreement or other agreement requiring that Merck's use of the Materials shall be on the same terms and conditions as those set out in this Agreement . BPS shall not grant and not purport to grant to Merck any rights that exceed the rights granted by Canada to BPS under this Agreement. Merck shall have the further right to sub-sub-license to third parties in accordance with the terms of this Agreement.

3.4

Without limiting the provisions of Section 3.2, for the purpose of assisting BPS or Merck in exercising the Licensed Rights to conduct clinical trials or other research, Canada shall transfer the Vaccine and any other Materials, as required, to a third party (other than Merck) ("Subsequent Recipient") on behalf of BPS. Canada will only transfer the Vaccine and other Materials to a Subsequent Recipient upon written instructions from BPS, and shall require a Subsequent Recipient receiving the Vaccine to agree to the terms in the request form attached hereto as Appendix A. BPS shall assume full responsibility for the use of the Vaccine and Materials in the clinical trials or other research, including risk of loss of and damage to the Vaccine and Materials, during shipping, unloading and any storage and transportation, once the Vaccine and Materials have left the physical possession of Canada.

4.1	Canada assumes no legal, medical and ethical liability for the provision, storage, further distribution, administration , and use by BPS, Merck or a Subsequent Recipient of the Materials. BPS hereby expressly releases Canada from any such liability.

4.2	BPS acknowledges and agrees that Canada does not intend to and does not waive any right, interest or privilege Canada may have in respect of any of the Materials or the Intellectual Property.

4.3

BPS shall provide to Canada promptly, and if applicable on a continuing basis, any and all of its findings with respect to the Materials arising from the use of the Materials in the exercise of the Licensed Rights within the Field of Use. These findings shall be provided in confidence and shall include a comprehensive statement of the relevant conclusions , applications and methodologies, including

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4.4

The Materials shall be used by BPS under suitable containment conditions. The Materials, except for the Vaccine, shall not be used on human subjects. In the case where animal studies are to be conducted, BPS shall have considered in vitro approaches to the research and such studies shall be in compliance with all applicable guidelines for use of animals in research. The Materials must be used in compliance with all applicable laws, regulations and guidelines .

4.5	BPS acknowledges and agrees that the Materials are proprietary to Canada and that Canada protects the value and integrity of the Materials and any and all Intellectual Property Rights in those Materials.

4.6	BPS shall destroy the Materials by the earlier of:

4.6.1	the final day of the term of this Agreement, or

4.7

Canada makes no representations and gives no warranties, express or implied, of any nature, in respect to the Materials (which are experimental in nature) including without limitation: merchantability, quality (either as discussed or with respect to a sample/model) , fitness for any or a particular purpose, commercial utility, latent or other defects, susceptibility of yielding valuable results or results that are free of defects or otherwise harmless, infringement or non-infringement of patents or other third party rights, conformity with the laws of any jurisdiction, fitness for BPS's corporate objectives (whether or not expressly or impliedly communicated to Canada), the completeness of the Materials and the safety or hazards associated with the use of the Materials (and BPS shall assume all risks in the use of the Materials).

4.8	No legal or equitable warranties implied by law, statute or convention under any domestic, foreign or international legal regime or from a course of dealing or usage of trade, shall apply to the Materials or the Agreement . BPS acknowledges this disclaimer and is estopped from relying on any such warranties against Canada.

4.9	Notwithstanding anything to the contrary herein, BPS shall have the right to publish scientific papers relating to the commercial research performed utilizing the Materials and Intellectual Property, and shall provide Canada with a copy of any scientific papers upon submission for publication.

5.1	This Agreement will be terminated by Canada immediately upon notice if Canada has terminated the License Agreement in accordance with the terms of that License Agreement . In the event that Canada exercises the option to terminate

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5.2	Upon termination, all Materials (in any form or permutation including any and all derivatives and replicates), shall be destroyed in accordance with article 4.6. BPS shall have no right whatsoever to continue to use the Materials in any way, whatsoever.

5.3	All obligations of the Parties, which expressly or by their nature survive termination on expiration , shall continue in full force and effect subsequent to and notwithstanding such termination or expiration, until they are satisfied or by their nature expire, including without limitation, indemnification.

6.1

BPS shall indemnify and save harmless Canada from and against all claims, demands, losses, damages, costs (including reasonable solicitor and own-client costs), actions, suits or other proceedings, all in any manner based upon, arising out of, related to, occasioned by or attributable to, any acts or conduct of BPS (whether by reason of negligence or otherwise) in the performance by BPS of the provisions of the Agreement or any activity undertaken or purported to be undertaken under the authority or pursuant to the terms of the Agreement.

6.2

Throughout the term of this Agreement, BPS shall, at its sole cost and expense, procure and maintain adequate comprehensive general liability insurance to cover the indemnity granted in article 6.1, with any additional coverage as Canada may deem reasonable and appropriate. Upon request, BPS will provide Canada with a certificate of insurance in the name of BPS. All carriers of such insurance shall have recognized standing in the insurance industry.

7.1	This Agreement, its validity, performance, discharge or construction shall be governed firstly by the laws of Canada and secondly by the laws in force in the Province of Ontario, Canada. The Parties hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the Courts of the Province of Ontario and all courts competent to hear appeals therefrom.

7.2	The Parties hereby acknowledge the truth and accuracy of the recitals and agree that they form an integral part of this Agreement as if they were fully set out herein in extenso. Further, the document attached hereto as Appendice s "A" and "B" form an integral part of this AGREEMENT as if they were fully set forth herein in extenso.

7.3	The Agreement is personal to BPS and cannot be assigned in whole or in part, without the prior written consent of Canada.

7.4	Unless otherwise notified, the representative of the Parties for the purposes of the

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1.0	By signing the request form, the Requesting Organization accepts and agrees that the supply of Vaccine will be subject to the following terms and conditions:

1.1	PHAC is supplying the Vaccine to the Requesting Organization, on behalf of Newlink, solely for use in clinical trials to assess the safety and efficacy of the Vaccine.

1.2	In connection with the foregoing, the Requesting Organization confirms that it has full knowledge of:

1.2.1	the potential and known side effects of the Vaccine, as determined from non-clinical studies and available clinical data to date;

1.2.2	the fact that the Vaccine supplied to the Requesting Organization:

(a)	has not been demonstrated to be clinically effective in the prevention of Ebola virus disease in humans; and

(b)	may possibly give rise to adverse events including serious, life threatening or fatal adverse reactions.

2.0	The Requesting Organization confirms that it has read the information in Annex 1. The Requesting Organization acknowledges and agrees that this information has been provided to assist it in gaining knowledge about the Vaccine, but is by no means exhaustive.

3.0	The Requesting Organization further acknowledges that it has been duly informed that the Vaccine is not licensed for use in any country of the world.

4.0	The Vaccine provided hereunder is being supplied "as is", without any warranties or representations whatsoever, whether express or implied, including, but expressly not limited to, any implied warranties as to the Vaccine's fitness for a particular purpose or use, or as to its safety and/or efficacy in any respect.

5.0

The Requesting Organization shall be solely responsible for, and accepts, any and all liability for the use of the Vaccine, and agrees that neither PHAC, nor the manufacturer of the Vaccine will be liable or responsible for any consequences whatsoever arising from the use of the Vaccine supplied hereunder. The Requesting Organization agrees to indemnify, defend and hold harmless PHAC and the manufacturer of the Vaccine, as well as their officers, employees and agents, for any and all costs, expenses and claims of any kind, including reasonably incurred legal fees and costs, which may be made, filed or assessed against PHAC or the manufacturer of the Vaccine, arising from, as a result of, or in connection with the supply, distribution and/or use of the Vaccine, by or on behalf of the Requesting Organization.

6.0	Ownership of the Vaccine will transfer to the Requesting Organization upon delivery at the agreed delivery destination. The Requesting Organization agrees to ensure that adequate procedures are

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7.0	The Requesting Organization agrees and shall ensure that the Vaccine supplied hereunder will:

7.1	not be used for any purpose other than as provided for in this request form;

7.2	only be administered by healthcare practitioners and others who are fully aware of, understand and will ensure adherence to all recommendations for the proper handling, administration and use of the Vaccine;

7.3	only be administered after freely given, prior informed consent is obtained from any and all persons to whom the vaccine is administered pursuant to the purpose;

7.4	only be administered in accordance with clinical trial protocols approved by (SELECT ONE: Health Canada OR the US Food and Drug Administration]; and

7.5	not be exported or otherwise made available for use outside the clinical trial site listed in this Request Form; and

8.0

For greater clarification, the Requesting Organization may only use the vaccine solely for use in clinical trials to assess the safety and efficacy of the Vaccine and shall not further distribute the Vaccine to any third party. The Requesting Organization may retain the Vaccine for only as long as is necessary to conduct the clinical trials sponsored by Newlink. The Requesting Organization shall return, transfer or destroy any unused Vaccine as directed by Newlink.

9.0

Any matter relating to the interpretation and application of this request form shall be governed, construed and resolved in accordance with the laws in force in the province of Ontario, Canada, and the request form shall be treated in all respect as an Ontario, Canada contract. The Requesting Organization irrevocably and unconditionally attorn to and submit to the exclusive jurisdiction of the courts of Ontario, Canada and all courts competent to hear appeals therefrom with respect to any dispute arising from this request form.

10.0	The terms and conditions contained in this request form are irrevocable and cannot be amended or changed, except by mutual agreement of PHAC and the Requesting Organization.

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1)	[*]

2)	[*]

3)	[*]

4)	[*]

5)	[*]

6)	[*]

7)	[*]

8)	[*]

9)	[*]

10)	[*]

11)	[*]

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1.	I have reviewed this annual report on Form 10-K of NewLink Genetics Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this annual report on Form 10-K of NewLink Genetics Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	The Company’s Annual Report on Form 10-K for the period ended December 31, 2017, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

2.	The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.