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,
 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,
FirstName LastNameBrad J. Powers, Esq.
                                                            Division of
Corporation Finance
Comapany NameNewLink Genetics Corporation
                                                            Office of Life
Sciences
February 3, 2020 Page 2
cc:       James C.T. Linfield, Esq.
FirstName LastName