SecProbe.io

February 3, 2020
Brad J. Powers, Esq.
General Counsel
NewLink Genetics Corporation
2503 South Loop Drive
Ames, IA 50010
Re:NewLink Genetics Corporation
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed January 29, 2020
File No. 001-35342
Dear Mr. Powers:
            We have reviewed your amended filing and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Summary, page 2
1.We note your response to our prior comment 1.  We also reference the additional
disclosure included on pages 2 and 82 that upon request Merck will transfer to you all of
its rights and interests in connection with the PRV and that you are entitled to 60 percent
of the value of the PRV.  Please revise Note D to the pro forma information on page 155
to clarify the following:
•Whether you will have legal ownership of the PRV.
•How the estimated fair value of your economic interest in the PRV considers that you
are entitled to 60 percent of its value.
•How the valuation considers any use of the PRV other than sale.  We note the
discussion on page 2 of the possible transfer or other disposition.  Please clarify your
intended use for the PRV.
•How you considered “precedent transactions within the market” in your valuation as
indicated in your response to our comment 16 in our letter dated December 19,

 FirstName LastNameBrad J. Powers, Esq.
 Comapany NameNewLink Genetics Corporation
 February 3, 2020 Page 2
 FirstName LastName
Brad J. Powers, Esq.
NewLink Genetics Corporation
February 3, 2020
Page 2
2019.
•Explain to us how your valuation considers the declining trend in sales prices of
priority review vouchers in recent years.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact David Burton at (202) 551-3626 or Brian Cascio at (202) 551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tim Buchmiller at (202) 551-3635 or Celeste Murphy at (202) 551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James C.T. Linfield, Esq.