|
o
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
Delaware
|
|
42-1491350
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
o
|
|
Accelerated filer
x
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
NewLink Genetics Corporation
(A Development Stage Enterprise)
Condensed Consolidated Statements of Equity (Deficit)
(unaudited)
(In thousands, except share and per share data)
|
|||||||||||||||||||
|
|
Common Stock
|
|
|
|
|
|||||||||||||
|
|
|
Deficit
Accumulated
During the
Development
Stage
|
|
|
||||||||||||||
|
|
Number of
Common
Shares
Outstanding
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Total
Equity
(Deficit)
|
|||||||||||
Balance at December 31, 2012
|
|
20,985,192
|
|
|
$
|
210
|
|
|
$
|
122,514
|
|
|
$
|
(104,797
|
)
|
|
$
|
17,927
|
|
Stock compensation
|
|
—
|
|
|
—
|
|
|
2,027
|
|
|
—
|
|
|
2,027
|
|
||||
Exercise of stock options
|
|
86,867
|
|
|
1
|
|
|
322
|
|
|
—
|
|
|
323
|
|
||||
Sale of shares under stock purchase plan
|
|
28,227
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
176
|
|
||||
Issuance of 4,600,000 shares of common stock (net of offering costs of $3,524) (February 4, 2013)
|
|
4,600,000
|
|
|
46
|
|
|
48,870
|
|
|
—
|
|
|
48,916
|
|
||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,011
|
)
|
|
(15,011
|
)
|
||||
Balance at June 30, 2013
|
|
25,700,286
|
|
|
$
|
257
|
|
|
$
|
173,909
|
|
|
$
|
(119,808
|
)
|
|
$
|
54,358
|
|
NewLink Genetics Corporation
(A Development Stage Enterprise)
Condensed Consolidated Statements of Cash Flows
(unaudited)
(In thousands, except share and per share data)
|
|||||||||||||
|
|
Six Months Ended
June 30, |
|
Cumulative from
June 4, 1999 (inception) through June 30, |
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
||||||
Cash Flows From Development Activities
|
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(15,011
|
)
|
|
$
|
(11,151
|
)
|
|
$
|
(120,351
|
)
|
|
Adjustments to reconcile net loss to net cash used in development activities:
|
|
|
|
|
|
|
|
||||||
Share-based compensation
|
|
2,027
|
|
|
1,905
|
|
|
10,571
|
|
|
|||
Depreciation and amortization
|
|
425
|
|
|
372
|
|
|
4,174
|
|
|
|||
Loss on sale of fixed assets
|
|
—
|
|
|
20
|
|
|
38
|
|
|
|||
In-process research and development expenses
|
|
—
|
|
|
—
|
|
|
1,629
|
|
|
|||
Forgiveness of debt
|
|
—
|
|
|
—
|
|
|
(449
|
)
|
|
|||
Forgiveness of notes receivable from related parties
|
|
—
|
|
|
—
|
|
|
350
|
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||
Prepaid expenses
|
|
372
|
|
|
155
|
|
|
(535
|
)
|
|
|||
State research and development credit receivable
|
|
107
|
|
|
(130
|
)
|
|
(435
|
)
|
|
|||
Other receivables
|
|
(617
|
)
|
|
(1,015
|
)
|
|
(813
|
)
|
|
|||
Accounts payable
|
|
104
|
|
|
(1,095
|
)
|
|
(156
|
)
|
|
|||
Accrued expenses and deferred rent
|
|
1,116
|
|
|
490
|
|
|
4,264
|
|
|
|||
Net cash used in development activities
|
|
(11,477
|
)
|
|
(10,449
|
)
|
|
(101,713
|
)
|
|
|||
Cash Flows From Investing Activities
|
|
|
|
|
|
|
|
||||||
Purchase of certificates of deposit
|
|
—
|
|
|
—
|
|
|
(13,282
|
)
|
|
|||
Sale of certificates of deposit
|
|
1,245
|
|
|
1,743
|
|
|
13,033
|
|
|
|||
Notes receivable from related parties
|
|
—
|
|
|
—
|
|
|
(350
|
)
|
|
|||
Purchase of equipment
|
|
(274
|
)
|
|
(1,114
|
)
|
|
(8,366
|
)
|
|
|||
Proceeds on sale of equipment
|
|
—
|
|
|
50
|
|
|
50
|
|
|
|||
Cash paid for OncoRx
|
|
—
|
|
|
—
|
|
|
(120
|
)
|
|
|||
Net cash provided by (used in) investing activities
|
|
971
|
|
|
679
|
|
|
(9,035
|
)
|
|
|||
Cash Flows From Financing Activities
|
|
|
|
|
|
|
|
||||||
Cash received from noncontrolling interest investment
|
|
—
|
|
|
—
|
|
|
3,479
|
|
|
|||
Issuance of common stock, net of offering costs
|
|
49,416
|
|
|
709
|
|
|
91,861
|
|
|
|||
Repurchase of common stock
|
|
—
|
|
|
(4
|
)
|
|
(505
|
)
|
|
|||
Proceeds from preferred stock
|
|
—
|
|
|
—
|
|
|
67,743
|
|
|
|||
Proceeds from notes payable
|
|
—
|
|
|
—
|
|
|
8,215
|
|
|
|||
Principal payments on debt
|
|
(74
|
)
|
|
(47
|
)
|
|
(550
|
)
|
|
|||
Payments under capital lease obligations
|
|
(47
|
)
|
|
(51
|
)
|
|
(456
|
)
|
|
|||
Net cash provided by financing activities
|
|
49,295
|
|
|
607
|
|
|
169,787
|
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
38,789
|
|
|
(9,163
|
)
|
|
59,039
|
|
|
|||
Cash and cash equivalents at beginning of period
|
|
20,250
|
|
|
39,490
|
|
|
—
|
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
59,039
|
|
|
$
|
30,327
|
|
|
$
|
59,039
|
|
|
Supplemental disclosure of cash flows information:
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
18
|
|
|
$
|
20
|
|
|
$
|
150
|
|
|
Noncash financing and investing activities:
|
|
|
|
|
|
|
|
||||||
Accretion on redeemable preferred stock
|
|
—
|
|
|
—
|
|
|
113
|
|
|
|||
Purchased leasehold improvements and equipment in accounts payable
|
|
71
|
|
|
22
|
|
|
9
|
|
|
|||
Common stock issued to shareholders of OncoRx as part of acquisition
|
|
—
|
|
|
—
|
|
|
1,654
|
|
|
|||
Issuance of common stock dividend to Series AA preferred shareholders
|
|
—
|
|
|
—
|
|
|
6
|
|
|
|||
Assets acquired under capital lease
|
|
—
|
|
|
—
|
|
|
596
|
|
|
|||
Reduction of IPO offering costs
|
|
—
|
|
|
—
|
|
|
158
|
|
|
2.
|
Basis of Presentation
|
•
|
An increase in the authorized number of shares of common stock from
38,833,334
shares to
75,000,000
shares;
|
•
|
An increase in the shares reserved under the 2010 Non-Employee Directors' Stock Award Plan of
161,905
shares from
238,095
shares to
400,000
shares of common stock; and
|
•
|
An increase in the shares reserved under the 2010 Employee Stock Purchase Plan of
185,715
shares from
214,285
shares to
400,000
shares of common stock.
|
•
|
Incentive Stock Options
|
•
|
Nonstatutory Stock Options
|
•
|
Restricted Stock Awards
|
•
|
Stock Appreciation Rights
|
|
|
Number
of options
|
|
Weighted
average
exercise
price
|
|
Weighted
average
remaining
contractual
term (years)
|
|||
Outstanding at beginning of period
|
|
3,752,413
|
|
|
$
|
4.34
|
|
|
|
Options granted
|
|
815,250
|
|
|
12.25
|
|
|
|
|
Options exercised
|
|
(86,867
|
)
|
|
3.71
|
|
|
|
|
Options forfeited
|
|
(4,619
|
)
|
|
11.46
|
|
|
|
|
Options expired
|
|
—
|
|
|
—
|
|
|
|
|
Outstanding at end of period
|
|
4,476,177
|
|
|
$
|
5.78
|
|
|
7.3
|
Options exercisable at end of period
|
|
2,859,887
|
|
|
$
|
3.62
|
|
|
6.4
|
Risk-free interest rate
|
|
1.12%-1.36%
|
Expected dividend yield
|
|
—
|
Expected volatility
|
|
65.3%-67.3%
|
Expected term (in years)
|
|
6.8-7.0
|
Weighted average grant-date fair value per share
|
|
$7.31
|
|
|
Six Months Ended
June 30, |
|
||||||
|
|
2013
|
|
2012
|
|
||||
Historical net loss per share
|
|
|
|
|
|
||||
Numerator
|
|
|
|
|
|
||||
Net loss attributable to common stockholders
|
|
$
|
(15,011
|
)
|
|
$
|
(11,151
|
)
|
|
Denominator
|
|
|
|
|
|
||||
Weighted-average common shares outstanding (basic and diluted)
|
|
24,745,380
|
|
|
20,649,045
|
|
|
||
Basic and diluted net loss per share
|
|
$
|
(0.61
|
)
|
|
$
|
(0.54
|
)
|
|
7.
|
Commitments and Contingencies
|
•
|
employee-related expenses, which include salaries, bonuses, benefits and share-based compensation;
|
•
|
the cost of acquiring and manufacturing clinical trial materials, including equipment and supplies;
|
•
|
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 facilities and equipment related to research and development;
|
•
|
license fees for and milestone payments related to in-licensed products and technology; and
|
•
|
costs associated with non-clinical activities and regulatory approvals.
|
Research and Development Expenses by Product
(In thousands)
(unaudited)
|
||||||||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
Cumulative from
June 4, 1999 (inception) through June 30, |
|
||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
||||||||||
HyperAcute immunotherapy technology
|
$
|
3,877
|
|
|
$
|
3,212
|
|
|
$
|
7,711
|
|
|
$
|
5,872
|
|
|
$
|
62,812
|
|
|
IDO pathway inhibitor technology
|
835
|
|
|
1,066
|
|
|
2,920
|
|
|
1,861
|
|
|
17,997
|
|
|
|||||
Other research and development
|
325
|
|
|
462
|
|
|
749
|
|
|
837
|
|
|
8,727
|
|
|
|||||
Total research and development expenses
|
$
|
5,037
|
|
|
$
|
4,740
|
|
|
$
|
11,380
|
|
|
$
|
8,570
|
|
|
$
|
89,536
|
|
|
Research and Development Expenses by Category
(In thousands)
(unaudited)
|
||||||||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
Cumulative from
June 4, 1999 (inception) through June 30, |
|
||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
||||||||||
Compensation
|
$
|
2,198
|
|
|
$
|
2,062
|
|
|
$
|
4,537
|
|
|
$
|
3,971
|
|
|
$
|
42,551
|
|
|
Equipment, supplies and occupancy
|
1,259
|
|
|
1,307
|
|
|
2,588
|
|
|
2,352
|
|
|
27,120
|
|
|
|||||
Outside clinical and other
|
1,580
|
|
|
1,371
|
|
|
4,255
|
|
|
2,247
|
|
|
19,865
|
|
|
|||||
Total research and development expenses
|
$
|
5,037
|
|
|
$
|
4,740
|
|
|
$
|
11,380
|
|
|
$
|
8,570
|
|
|
$
|
89,536
|
|
|
•
|
as a result of increased payroll, expanded infrastructure and higher consulting, legal, auditing and tax services and investor relations costs, and director and officer insurance premiums associated with being a public company;
|
•
|
to support our research and development activities, which we expect to expand as we continue to advance the clinical development of our product candidates;
|
•
|
as a result of beginning to incur expenses related to the planned sales and marketing of one or more of our product candidates, before we receive regulatory approval, in anticipation of commercial launch, if any, of those product candidates.
|
Sources and Uses of Cash
(in thousands)
|
|||||||||
|
|
Six Months Ended
June 30, |
|
||||||
|
|
2013
|
|
2012
|
|
||||
|
Net cash used in development activities
|
$
|
(11,477
|
)
|
|
$
|
(10,449
|
)
|
|
|
Net cash provided by investing activities
|
971
|
|
|
679
|
|
|
||
|
Net cash provided by financing activities
|
49,295
|
|
|
607
|
|
|
||
|
Net increase (decrease) in cash and cash equivalents
|
$
|
38,789
|
|
|
$
|
(9,163
|
)
|
|
•
|
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, distribution and facilities and occupancy costs;
|
•
|
the cost of manufacturing our product candidates and any products we commercialize;
|
•
|
our ability to establish and maintain strategic partnerships, 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.
|
Item 1A.
|
RISK FACTORS
|
•
|
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;
|
•
|
slower than expected patient enrollment or lack of a sufficient number of patients that meet the enrollment criteria for our clinical trials;
|
•
|
patients may not complete clinical trials due to safety issues, side effects, dissatisfaction with the product candidate, or other reasons;
|
•
|
difficulty in maintaining contact with patients after treatment, preventing us from collecting the data required by our study protocol;
|
•
|
product candidates may demonstrate a lack of efficacy during clinical trials;
|
•
|
governmental or regulatory delays, failure to obtain regulatory approval or changes in regulatory requirements, policy and guidelines;
|
•
|
competition with ongoing clinical trials and scheduling conflicts with participating clinicians; and
|
•
|
delays in achieving study endpoints and completing data analysis for a trial.
|
•
|
severity of the disease under investigation;
|
•
|
design of the trial protocol;
|
•
|
the size of the patient population;
|
•
|
eligibility criteria for the study in question;
|
•
|
perceived risks and benefits of the product candidate under study;
|
•
|
availability of competing therapies and clinical trials;
|
•
|
efforts to facilitate timely enrollment in clinical trials;
|
•
|
patient referral practices of physicians;
|
•
|
the ability to monitor patients adequately during and after treatment; and
|
•
|
proximity and availability of clinical trial sites for prospective patients.
|
•
|
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.
|
•
|
deficiencies in the conduct of the clinical trials, including failure to conduct the clinical trial in accordance with regulatory requirements or clinical protocols;
|
•
|
deficiencies in the clinical trial operations or trial sites;
|
•
|
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;
|
•
|
the product candidate may not appear to be more effective than current therapies;
|
•
|
the quality or stability of the product candidate may fall below acceptable standards; or
|
•
|
insufficient quantities of the product candidate to complete the trials.
|
•
|
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.
|
•
|
our inability to recruit and retain adequate numbers of effective sales and marketing personnel;
|
•
|
the inability of sales personnel to obtain access to or persuade adequate numbers of physicians to prescribe 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.
|
•
|
an annual, nondeductible fee on any entity that manufactures or imports certain branded prescription drugs and biologic agents, apportioned among these entities according to their market share in certain government healthcare programs;
|
•
|
requirements to report certain financial arrangements with physicians and others, including reporting any “transfer of value” made or distributed to prescribers and other healthcare providers and reporting any investment interests held by physicians and their immediate family members during each calendar year beginning in 2012, with reporting starting in 2013;
|
•
|
a licensure framework for follow-on biologic products, also known as biosimilars;
|
•
|
a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research;
|
•
|
creation of the Independent Payment Advisory Board which, beginning in 2014, will have authority to recommend certain changes to the Medicare program that could result in reduced payments for prescription drugs and those recommendations could have the effect of law even if Congress does not act on the recommendations; and
|
•
|
establishment of a Center for Medicare Innovation at the Centers for Medicare & Medicaid Services to test innovative payment and service delivery models to lower Medicare and Medicaid spending, potentially including prescription drug spending.
|
•
|
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;
|
•
|
the costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims;
|
•
|
the costs associated with commercializing our product candidates, if they receive regulatory approval;
|
•
|
the cost and timing of developing our ability to establish sales and marketing capabilities;
|
•
|
competing technological efforts and market developments;
|
•
|
changes in our existing research relationships;
|
•
|
our ability to establish collaborative arrangements to the extent necessary;
|
•
|
revenues received from any existing or future products; and
|
•
|
payments received under any future strategic partnerships.
|
•
|
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 HyperAcute product candidates or indoximod;
|
•
|
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 HyperAcute product candidates or indoximod 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 HyperAcute product candidates or indoximod; or
|
•
|
the collaborator may independently develop, or develop with third parties, products that could compete with the HyperAcute product candidates or indoximod.
|
•
|
we may be required to undertake the expenditure of substantial operational, financial and management resources;
|
•
|
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 partners devote to the development or commercialization of our product candidates;
|
•
|
strategic partners 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 partners may not pursue further development and commercialization of products resulting from the strategic partnering arrangement or may elect to discontinue research and development programs;
|
•
|
strategic partners 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 partners 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 partners may experience financial difficulties;
|
•
|
strategic partners 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 partner’s business strategy may also adversely affect a strategic partner’s willingness or ability to complete its obligations under any arrangement;
|
•
|
strategic partners could decide to move forward with a competing product candidate developed either independently or in collaboration with others, including our competitors; and
|
•
|
strategic partners could terminate the arrangement or allow it to expire, which would delay the development and may increase the cost of developing our product candidates.
|
•
|
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.
|
•
|
new products, product candidates or new uses for existing products introduced or announced by our strategic partners, or our competitors, and the timing of these introductions or announcements;
|
•
|
actual or anticipated results from and any delays in our clinical trials, including our Phase 3 clinical trial of our HyperAcute Pancreas product candidate, 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 relating to the timing of invoices from, and other billing practices of, our clinical research organizations and clinical trial sites;
|
•
|
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 partnerships, joint ventures and capital commitments;
|
•
|
additions or departures of key scientific or management personnel;
|
•
|
conditions or trends in the biotechnology and biopharmaceutical industries;
|
•
|
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, any changes in these projections or our failure to meet these projections;
|
•
|
deviations from securities analysts’ estimates or the impact of other analyst ratings downgrades by any securities analysts who follow our common stock;
|
•
|
other events or factors, including those resulting from 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.
|
•
|
the division of our Board of Directors into three classes with staggered, three-year terms;
|
•
|
advance notice requirements for stockholder proposals and nominations;
|
•
|
the inability of stockholders to act by written consent or to call special meetings;
|
•
|
limitation on the ability of stockholders to remove directors or amend our by-laws; and
|
•
|
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.
|
NEWLINK GENETICS CORPORATION
|
|
|
|
By:
|
/s/ Charles J. Link, Jr.
|
Charles J. Link, Jr.
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
Date: August 8, 2013
|
|
|
|
By:
|
/s/ Gordon H. Link, Jr.
|
Gordon H. Link, Jr.
|
|
Chief Financial Officer and Secretary
|
|
(Principal Financial and Accounting Officer)
|
|
Date: August 8, 2013
|
|
|
|
Incorporated By Reference
|
|
||
Exhibit Number
|
|
Description
|
Form
|
Filing Date
|
Number
|
Filed Herewith
|
3.1
|
|
Amended and Restated Certificate of Incorporation filed on November 16, 2011
|
8-K
|
11/18/2011
|
3.1
|
|
3.2
|
|
Amended and Restated Bylaws
|
8-K
|
11/18/2011
|
3.2
|
|
4.1
|
|
Form of the Registrant’s Common Stock Certificate
|
S-1/A
|
10/26/2011
|
4.1
|
|
4.2
|
|
Reference is made to Exhibits 3.1 and 3.2
|
8-K
|
11/18/2011
|
3.1,3.2
|
|
4.3
|
|
Amended and Restated Investor Rights Agreement by and between the Company and certain holders of the Company’s capital stock dated as of December 1, 2010
|
10-Q
|
5/10/2012
|
4.3
|
|
10.1
|
|
Story Construction Contract
|
|
|
|
X
|
10.2
|
|
Memorandum of Agreement; Addendum to the Lease Between ISU Research Park Corporation and NewLink Genetics Corporation Dated March 1, 2010
|
|
|
|
X
|
10.3
|
|
2010 Non-Employee Directors' Stock Award Plan, as amended
|
8-K
|
5/14/2013
|
10.1
|
|
10.4
|
|
2010 Employee Stock Purchase Plan, as amended
|
8-K
|
5/14/2013
|
10.2
|
|
10.5
|
|
2013 Target Bonus Awards
|
8-K
|
4/5/2013
|
10.1
|
|
31.1
|
|
Certification of principal executive officer required by Rule 13a-14(a) / 15d-14(a)
|
|
|
|
X
|
31.2
|
|
Certification of principal financial officer required by Rule 13a-14(a) / 15d-14(a)
|
|
|
|
X
|
32.1
|
#
|
Section 1350 Certification
|
|
|
|
X
|
101.INS
|
‡
|
XBRL Instance Document
|
|
|
|
X
|
101.SCH
|
‡
|
XBRL Taxonomy Extension Schema Document (furnished electronically herewith)
|
|
|
|
X
|
101.CAL
|
‡
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
X
|
101.DEF
|
‡
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
X
|
101.LAB
|
‡
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
X
|
101.PRE
|
‡
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
X
|
|
|
|
|
|
|
|
#
|
The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of NewLink Genetics Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
|
‡
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
2.4
|
DEFINITIONS
|
b.
|
this Agreement, except for the existing Contract Documents set forth in item e below;
|
c.
|
the most current Documents approved by the Owner pursuant to Paragraph 3.1;
|
d.
|
the information provided by the Owner pursuant to Clause 4.1.2.1;
|
f.
|
the Owner's Program provided pursuant to Subparagraph 4.1.1.
|
2.4.2
|
The term Day shall mean calendar day unless otherwise specifically defined.
|
2.4.3
|
Defective Work is any portion of the Work not in conformance with the Contract Documents as more fully described in Paragraph 3.7.
|
2.4.4
|
Final Completion occurs on the date when the Design-Builder's obligations under this Agreement are complete and accepted by the Owner and final payment becomes due and payable.
|
2.4.5
|
A Material Supplier is a party or entity retained by the Design Builder to provide material and equipment for the Work.
|
2.4.6
|
Others means other contractors and all persons at the Worksite who are not employed by Design-Builder, its Subcontractors or Material Suppliers.
|
2.4.7
|
The term Overhead shall mean 1) payroll costs and other compensation of Design-Builder employees in the Design-Builder's principal and branch offices; 2) general and administrative expenses of the Design-Builder's principal and branch offices including deductibles paid on any insurance policy, charges against the Design-Builder for delinquent payments, and costs related to the correction of defective work; and, 3) the Design-Builder's capital expenses, including interest on capital used for the Work.
|
2.4.8
|
The Owner is the person or entity identified as such in this Agreement and includes the Owner's Representative.
|
2.4.9
|
The Owner's Program is a description of the Owner's objectives, budgetary and time criteria, space requirements and relationships, flexibility and expandability requirements, special equipment and systems, and site requirements, together with Schematic Design Documents which shall include drawings, outline specifications and other conceptual documents illustrating the Projects basic elements, scale and their relationship to the Worksite.
|
2.4.10
|
The Project, as identified in Article 1, is the building, facility or other improvements for which the Design-Builder is to perform the Work under this Agreement. It may also include improvements to be undertaken by the Owner or Others.
|
2.4.11
|
A Subcontractor is a party or entity retained by the Design-Builder as an independent contractor to provide the on site labor, materials, equipment or services necessary to complete a specific portion of the Work. The term Subcontractor does not include the Design Professional or any separate contractor employed by the Owner or any separate contractors' subcontractors.
|
2.4.12
|
Substantial Completion of the Work, or of a designated portion, occurs on the date when construction is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Project, or a designated portion, for the use for which it is intended, without unscheduled disruption, in accordance with Paragraph 9.4. The issuance of a Certificate of Occupancy is not a prerequisite for Substantial Completion if the Certificate of Occupancy cannot be obtained due to factors beyond the Design-Builder's control. This date shall be confirmed by a certificate of Substantial Completion signed by the Owner and Design-Builder. The certificate shall state the respective responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work, and insurance. The certificate shall also list the items to be completed or corrected, and establish the time for their completion and correction within the timeframe, if any, established in Subparagraph 6.2.1 for the Date of Final Completion.
|
2.4.13
|
A Sub-subcontractor is a party or entity who has an agreement with a Subcontractor to perform any portion of the Subcontractor's work.
|
2.4.14
|
Terrorism means a violent act, or an act that is dangerous to human life, property or infrastructure, that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion. Terrorism includes, but is not limited to, any act certified by the United States Secretary of Treasury as an act of terrorism pursuant to the Terrorism Risk Insurance Act, as amended.
|
2.4.15
|
The Work is the Design services procured in accordance with Paragraph 3.1, the Construction services provided in accordance with Paragraph 3.2, Additional services in accordance with Paragraph 3.9, and other services which are necessary to complete the Project in accordance with and reasonably inferable from the Contract Documents.
|
2.4.16
|
Worksite means the geographical area at the location mentioned in Article 1 where the Work is to be performed.
|
3.1.3
|
OWNERSHIP OF DOCUMENTS
|
3.2
|
CONSTRUCTION SERVICES
|
3.4
|
SAFETY OF PERSONS AND PROPERTY
|
3.5
|
HAZARDOUS MATERIAL
|
3.7
|
WARRANTIES AND COMPLETION
|
3.9.3
|
Surveys, site evaluations, legal descriptions and aerial photographs.
|
3.9.7
|
Investigation or making measured drawings of existing conditions or the verification of Owner-provided drawings and information.
|
3.9.8
|
Artistic renderings, models and mockups of the Project or any part of the Project or the Work.
|
3.9.10
|
Interior design and related services including procurement and placement of furniture,
|
3.9.17
|
Services for tenant or rental spaces not a part of this Agreement.
|
3.9.20
|
Document reproduction exceeding the limits provided for in this Agreement.
|
3.9.21
|
Providing services relating to Hazardous Material discovered at the Worksite.
|
3.9.22
|
Other services as agreed to by the Parties and identified in an attached exhibit.
|
4.1.2
|
The Owner shall provide:
|
4.1.3
|
Prior to commencement of the Work and thereafter at the written request of the
|
4.2
|
RESPONSIBILITIES DURING DESIGN
|
4.3
|
RESPONSIBILITIES DURING CONSTRUCTION
|
4.3.4
|
The Owner shall provide insurance for the Project as provided in Article 10.
|
4.4
|
OWNER'S REPRESENTATIVE The Owner's representative is Dr. Jay Ramsey. The representative:
|
4.4.1
|
shall be fully acquainted with the Project;
|
4.4.2
|
agrees to furnish the information and services required of the Owner pursuant to Paragraph
|
5.3
|
CONTINGENT ASSIGNMENT OF SUBCONTRACT AGREEMENTS
|
6.2
|
SUBSTANTIAL COMPLETION/FINAL COMPLETION
|
6.2.2
|
Time limits stated in the Contract Documents are of the essence.
|
6.3
|
DELAYS IN THE WORK
|
6.4
|
LIQUIDATED DAMAGES
|
6.4.2
|
FINAL COMPLETION The Owner and the Design-Builder agree that this Agreement
shall not
provide for the imposition of liquidated damages based on the Date of Final Completion.
|
8.2
|
INTERIM DIRECTED CHANGE
|
8.3
|
MINOR CHANGES IN THE WORK
|
8.4
|
DETERMINATION OF COST
|
8.4.1.2
|
a mutually accepted, itemized lump sum; or
|
9.2.2
|
the Owner may, in its sole discretion, reduce the amount to be retained at any time;
|
9.3
|
ADJUSTMENT OF DESIGN-BUILDER'S APPLICATION FOR PAYMENT The Owner may adjust or reject an application for payment or nullify a previously approved application for payment, in whole or in part, as may reasonably be necessary to protect the Owner from loss or damage based upon the following, to the extent that the Design-Builder is responsible under this Agreement:
|
9.3.4
|
Defective Work not corrected in a timely fashion;
|
9.4
|
OWNER OCCUPANCY OR USE OF COMPLETED OR PARTIALLY COMPLETED WORK
|
9.5
|
FINAL PAYMENT
|
9.5.2
|
In making final payment the Owner waives all claims except for:
|
9.5.2.3
|
Work not in conformance with the Contract Documents; and
|
9.5.2.4
|
terms of any special warranties required by the Contract Documents.
|
10.1
|
INDEMNITY
|
10.2
|
DESIGN-BUILDER'S LIABILITY INSURANCE
|
a.
|
$1,000,000 Bodily Injury by Accident Each Accident
|
b.
|
$1,000,000 Bodily Injury by Disease Policy Limit
|
c.
|
$1,000,000 Bodily Injury by Disease Each Employee
|
10.2.1.2
|
Business Automobile Liability Insurance
|
10.2.1.3
|
Commercial General Liability Insurance
|
a.
|
$2,000,000 Each Occurrence
|
b.
|
$2,000,000 General Aggregate
|
c.
|
$2,000,000 Products/Completed Operations Aggregate
|
d.
|
$2,000,000 Personal and Advertising Injury Limit
|
10.3.5
|
RISK OF LOSS Except to the extent a loss is covered by applicable insurance, risk of loss
|
10.4
|
OWNER'S INSURANCE
|
10.5
|
ADDITIONAL LIABILITY COVERAGE
|
10.8
|
BONDING
|
11.2.2.4
|
if the Design-Builder otherwise materially breaches this Agreement.
|
11.3.2
|
If the Owner terminates this Agreement after commencement of the construction, the
|
11.4
|
TERMINATION BY THE DESIGN-BUILDER
|
11.4.1.2
|
if the Work is suspended by the Owner for thirty (30) Days; or
|
R
e:
|
Phase 7
-
Remode
l
of
Ex
i
s
ting
Phase
1 a
nd
P
h
ase 2 B
uilding
5,
I
owa S
t
ate
U
n
iv
e
r
si
ty
Researc
h
Park Ames,
I
owa
|
CC:
|
Dr
.
Jay
Ramsey,
N
ew
Link
Genetics Corporation
|
1.
|
City of Ames
bu
ilding
permit and plan review fees
.
|
2.
|
Architectural, Structural,
M
echanica
l
and
Electrical
D
es
ign
Services.
|
3.
|
Supervision
and
project
manag
ement.
|
4.
|
Construction
layout.
|
5.
|
Temporary sanitary facilities
.
|
6.
|
Cellular phone use
charges
for
co
nstru
ct
ion
.
|
7.
|
Return
air
filt
e
rs for
existing air
han
d
lin
g
unit
s
for t
e
mporary
conditioning of
t
h
e
space
|
8.
|
Disposal fees
.
|
9.
|
Dustproof
partitions
sepa
rating t
e
n
an
t
occup
i
ed
areas
from
cons
t
ruc
tion
areas
.
|
10.
|
Protection of
exis
tin
g
fini
s
h
es.
|
11.
|
Temporary
enclosures
for
exterior openings during
co
n
st
ruction
.
|
12.
|
Equipme
nt
and
t
oo
l
s
.
|
13.
|
Progress and final cleaning
.
|
14.
|
As-built drawings and operation and ma
i
ntenance manua
l
s
.
|
15.
|
Owner
and
tenant training
.
|
16.
|
One year warranty from
dat
e
of Substant
i
al Completion.
|
1.
|
Demolition of existing doors, frames and hardware as indicated
.
|
2.
|
Demolition
of ex
i
sting
gypsum board wall and ceiling
assemb
li
es as
indicated
.
|
3.
|
Demolition of
existing
suspended acousti
ca
l
ce
iling
systems as
indicated
.
|
4.
|
Demolition of
ex
isting
f
l
ooring
fini
shes and
wall base as
indicat
ed.
|
5.
|
Demolition and reinstallation of one (1)
existing
pass-though located
in
Room 5446
.
|
6.
|
Demolition
of ex
i
st
ing
slab
on
grade
concrete
as necessary for rough
-
in
of
underground plumbing
.
|
7.
|
D
e
molition
of
ex
i
s
ting fully
adhered
membrane roofing
,
r
ec
overy board
,
in
s
ulation
,
and
|
1.
|
N
ew screen-wa
ll
struc
tu
re co
n
sist
ing
o
f tub
e s
t
ee
l
co
lumn
s
with top and bottom angle for
|
2.
|
Misc
e
llan
e
ous
framing
angl
e
s b
e
ne
a
th
ex
i
s
ting ro
o
f d
e
ck for
scre
en
-
w
a
ll
s
tructu
ra
l
|
3.
|
Miscellaneous
stee
l to
modify
exist
in
g stee
l
joists as
necessary to
support
n
ew
roof top
|
4.
|
.
Roof
opening
frami
n
g
for duct penetrations through
exis
tin
g stee
l
deck
.
|
1.
|
Wood b
l
ock
in
g
in
walls to
support
door
hardware.
|
2.
|
Wood
b
l
o
c
k
in
g
in
walls to support
new
plumbing f
i
xtures
in
Rooms 5340 and 5345
.
|
3.
|
Wood
b
l
ock
in
g
in
wa
ll
s
to
support
pass-through
cabinets
in Rooms 5315
,
5320
,
5408
|
1.
|
F
l
as
h
five
(5) 4
"
x4'
'
tube
steel
column penetrations for
screenwa
ll
around
new
RT
U
-
19
.
|
2.
|
F
l
ash
four (4) 1
"
t
o 6
"
pipe
penetratio
n
s for p
lumbing
and electr
i
cal.
|
3.
|
F
l
ash
one
(1)
rooftop unit
curb (8
'-
4
"
wide x
1
7'
-
0
"
long)
for
new
RTU
-
19
|
4.
|
F
l
ash one (1)
roof
top
unit
curb (Approximate
l
y 4'
-
8" w
i
de
x
6'
-
0
"
l
ong)
for relocated RTU
-
12
.
|
5.
|
Provid
e
and
in
stall weather-tight cap
for
e
x
ist
i
ng curb to remain at original RTU
-
1
2
exhaust fan c
urb
locations
.
|
6.
|
Flash one (1) new exhaust fan
cu
rb
.
|
1.
|
Perimeter of all door
fram
es.
|
2.
|
Pe
r
imeter of
all
pass
-
through
openings
.
|
3.
|
Top of
caved base
.
|
1.
|
H
o
ll
ow
meta
l
doors
and
frames for new op
e
ning
s as sc
h
e
duled
in
th
e
Contract Do
cu
ments
.
Holl
ow
metal door
s
are
18
gage and
hollow metal fram
es
are
16 gag
e.
|
2.
|
Flush
wood
doors for new opening
s as sc
heduled
in
the Contract Documents
.
Wood
|
3.
|
Do
o
r
hardware
as
scheduled
in th
e Contract
Documents
.
|
1.
|
Tie
-
in
hollo
w
metal door
and
borrow
-
light
frame
s.
|
2.
|
Provide
light
gage
m
eta
l framing (L
G
M
)
for n
ew
walls,
chases a
nd
bulkheads
,
where
|
3.
|
Provid
e
and
install
suspe
nd
e
d framing
(650 Grid) for
n
e
w
gypsum
board
ceilings
.
|
4.
|
Provide
a
nd in
s
tall LGM
framing
a
t
en
d
s of wa
ll
s
l
ef
t t
o
rema
i
n after
de
mo
lit
ion as
|
5.
|
Framing Room C
l
ar
ifi
catio
n Not
es:
|
a.
|
Ha
ll
way
5060:
P
r
ovid
e
and
in
s
tall n
e
w
wall
fr
a
ming
for
th
e
North
a
nd
South wa
ll
s
.
N
ew
wall framing to tie
int
o
ex
i
sting
wall
fr
aming
.
|
b.
|
Corridor 5200
:
Provide
a
nd install
new wall framing for the North wall at
th
e
|
c.
|
Room
5201:
Provide and in
s
tall
n
ew
bu
l
khead framing
above
aluminum entrance at Opening 5201
.
|
d.
|
Room
5207:
Provide and install new wa
l
l
framing
f
or
West wa
l
l.
|
e.
|
Room
5305:
Provide and
in
stall
new wall framing on
East
and West wa
ll
s
.
|
f.
|
Room 5315
:
Provid
e
and
in
s
tall framing f
o
r n
e
w pa
ss-
through
opening on
plan
|
g.
|
Room
5320:
Provid
e
and
install fr
a
ming for new pass
-
through op
e
ning
on
p
l
an North and East
wall.
F
ram
i
ng
s
h
a
ll
s
upport
pass
-
through
s
h
e
l
f
a
nd
s
hall
ex
t
e
nd
from
s
helf vertic
a
ll
y
to
gypsum
board
ce
iling
.
|
h.
|
Room 5340:
Provide and
i
nsta
ll
wall
framing for
a
ll
new walls
as shown
on
|
i.
|
Room 5345
:
Provid
e
and
in
sta
ll
wa
ll
framing for
a
ll
n
e
w
walls
as
s
hown on drawings
.
Tie
into
ex
i
st
i
ng
framin
g
where new wa
ll
meet ex
i
sti
ng
wa
ll
s
.
|
j.
|
Corridor
540
1
:
Provide
a
nd
i
nsta
ll
wall framing at South end of Corridor as
|
k.
|
Cor
ridor
5405:
Provide and
ins
tall
wall framing at
East en
d
of Corridor
.
Provide
end
of wall framing
after
demo for Openings
5433, 5445 a
nd
5447
.
Provide and
install
suspended framing (650 Grid) for new gypsum board cei
lin
gs
.
|
I.
|
Room 5408:
Provide
and
install
framing
for
new
pass-through
opening on
plan
|
m.
|
Room 5410:
Provide
bottom
track
wall
framing
for bulkhead
b
e
tween Room
|
n.
|
Room
5430
:
Provide
and install
wall
framing
for new
South
wall.
Provide and
|
o.
|
Room
5431
:
Pr
ovide and
install
wall framing
for new North
wall and
door infill
for East
wall. Provide
and
in
s
t
a
ll
suspended
f
raming
(650
G
r
id) for
new
gypsum
board ceilings.
|
p.
|
Room
5433
:
Prov
ide
and
in
stall wall framing for
n
ew door
infill on
West a
n
d Sout
h
walls
.
Provide and i
n
stall wall
fram
ing
for East wa
ll.
Provide and
in
s
tall
suspended
framing (650
Grid)
for
n
ew gyps
um
board cei
lin
gs
.
T
h
e
N
orth e
l
evat
i
on chase is
required
t
o extend East
to
1'
W
es
t
of
Opening
5433. Provide new wa
ll
framing,
insulation
,
5/8" type
'X'
gypsum and leve
l
5 finish and viny
l
cove at a
l
l interior
corners and
vinyl bullnose at a
ll
ex
t
erior corners
.
|
q.
|
Room 5434: Provide and
install
wa
ll
framing
for North
wall
door
infill, East wall and walls for Room 5435
.
Provide and
install
suspe
nded
framing (650 Grid) for new
gypsum board
ceilings
.
|
r.
|
Room
5435:
Provide
and
install wall
f
ram
ing
f
o
r
all walls and
extend East and
West
wa
ll
North to Corridor
5400 as shown on
drawings
.
Provide
and
install
s
u
spe
nd
ed
framing
(650
Grid) for new gypsum board
ceil
i
ngs.
|
s.
|
Room
5440
:
Provide
and
in
s
t
a
ll
wall framing
f
o
r W
est
wall.
Provide and
install
|
t.
|
Room 5445
:
Provide
and
install wall framing
f
or Sout
h
,
East and West walls
as shown
on
th
e
drawing. Provide
and
in
sta
ll
suspended
fram
i
ng (650
Grid)
for
new
gypsum
bo
ar
d
ce
iling
s.
|
u.
|
Room
5446:
Provide
and
in
s
t
a
ll
wall
fr
am
in
g
f
o
r
a
ll n
ew
walls
as shown on drawings. Tie
into
ex
i
sting
f
ram
i
ng
where
new
walls
meet exis
ti
ng
walls
.
P
rovide
and
in
s
t
a
ll
fram
in
g
for
n
ew pass
-
through
ope
nin
g o
n
West wa
l
l. Framing
sha
ll
support
pass-through
she
lf
a
n
d s
h
all extend fro
m
she
lf
vertically
above acous
t
ic
ce
iling
.
|
v.
|
Room 5447
:
Provide and
install
wall
f
raming
for new West
wall. Provide and
|
w.
|
Room 5450
:
Provide and
install wall
fr
aming
for
n
ew
W
es
t
and
Sou
th
walls
,
including
door infill. Tie into
existing
wall
s
where
n
ew
walls meet existing walls
.
A chase is
r
eq
ui
red adjacen
t
to Room 5447
.
Provide
new wall framing,
i
nsu
l
at
i
on,
5
/8"
t
ype 'X' gypsum and
level
5 finish
.
The new wall is
located 1'
South of Room
5447's So
uth
elevation
wall
a
nd
wil
l
create a c
h
ase
between Room 5450
a
nd
5447
.
|
x
|
Room
5452
:
P
r
ovide and install wall framing for
new
walls and
infill
as shown on draw
i
ngs
.
Tie into
existing walls where new walls meet ex
i
sting walls.
|
y.
|
Room 5455
:
Provide and
install
wall framing for
new North
and West walls
.
Tie
|
z.
|
Room 5457
:
Provide
and
install
wa
ll
fram
i
ng
for new walls as shown on drawings
.
Tie
int
o ex
isting
walls where new wa
ll
s meet
existing
walls
.
Provide and insta
ll
suspended fram
in
g (650 Grid) for new gypsum board ceilings
.
A chase
i
s
required
adjacent
to Room
5445
.
Provide
new
wa
ll
framing
,
insulation
,
5/8
"
type
'
X
'
gypsum
,
leve
l
5 finish and vinyl cove at all
interior corners
and vinyl
|
7.
|
Provide
and install 5/8
"
type
'
X' gypsum
board
over ends of existing walls
.
|
8.
|
Provide and install 5/8
"
type
'
X
'
gypsum
board
ove
r
suspended ce
i
l
i
ng
framing
where indicated
.
|
9.
|
Provide and install 'gasketed
'
expansion joints
as following to
contro
l
crack
i
ng.
|
a.
|
Vertically at hinge and strike
jambs
,
int./ext.
sides
of door openings
.
|
b.
|
Vertica
ll
y
e
very
20'-0
"
minimum
wa
ll
d
i
stance
.
|
c.
|
Hori
z
ontally
i
n
cei
l
ings from
l
ights
fi
x
ture
t
o
light
fixture
,
two
per
room minimum from North wa
ll
to
South wa
l
l.
|
10.
|
Prov
i
de
and
install vinyl
cove a
t
all interior
corne
r
s
and viny
l
bullnose at all
ex
t
erior
|
11.
|
Tape and finish a
ll
new
gypsum board surfaces to Level 5 standard. Tape and
bl
end
new
wall s
urfa
ces
into
adjacent wa
ll
surfaces appropriately
w
h
e
r
e
ti
ed in
.
|
12.
|
Gyps
um
Room
C
l
arif
i
cat
i
on
Not
es:
|
a.
|
Hallway
5000
:
In
s
t
all 5/8
"
ty
pe 'X' gyps
um
board over new wall
frami
n
g
on North wall. Install
vinyl cove at a
ll
int
erior corners and
tie
int
o ex
i
st
in
g wa
ll
s as
necessary
.
|
b.
|
Hallway
5060
:
I
nstall
5/8
"
type
'X
'
gypsum board ove
r
new
wa
ll
framing on
North wa
ll
and south wall.
In
stall vinyl
cove
at all
interior
corners and t
i
e
into existing wa
ll
s as
n
ecessary.
|
c.
|
Co
rrid
or 5200
:
I
nsta
ll
5/8"
typ
e
'X' gypsum board over
n
ew wall framing on
North
wall at East
W
est end
of Corridor
.
Insta
ll
v
i
ny
l
cove
at all
int
er
io
r
corners and tie
i
nto
ex
isting wa
ll
s as
necessary
.
|
d.
|
Room 5201
:
I
nstall
5/8
"
type
'
X
'
gypsum board over new bulkhead fram
in
g at Opening 5201
.
I
nstall viny
l
cove
at
a
ll
interior
corners
and
tie
into existing
wall
s
as necessary
.
|
e.
|
Room 5205
:
In
s
tall
new
5/8"
type
'
X' gypsum board
on
North wall where chase
|
f.
|
Room
5207
:
In
sta
ll
new
5/8"
type
'X' gypsum board o
v
e
r
new wall
framing
on
|
g.
|
Room
5305
:
Inst
a
ll
5/8
"
type
'
X'
gypsum board over
n
ew
wall framing on
N
ort
h
, East
and West walls
.
In
sta
ll
vinyl
cove at
all
i
nt
er
i
or corners
and
t
i
e
into
exist
ing
wal
l
s
as
n
ecessary
.
|
h.
|
Room 53
1
5
:
Inst
a
ll
5/8
"
typ
e
'
X
'
gypsum board over new wall framing where
i
ndi
cated as
pass
-
through wall framing on
North
wall.
In
sta
ll vinyl
cove at
all
inte
ri
or corn
e
rs
and vinyl
bullnose
at a
ll
e
x
t
erior corners
.
|
i.
|
Room
5320
:
In
stall
5/8
"
type
'X' gyps
um
board over new wall
framing
where
indicat
ed
as pass-through wall framing on
North
and
East
wa
ll
s
.
I
nstall vinyl
cove at a
ll int
e
r
ior corners and viny
l
bullnose
a
t
a
ll
exter
i
or corner
s
.
|
j.
|
Roo
m
5325
:
Complete finish on gypsum around pass
-
through on West wall.
|
k.
|
Room 5340:
I
nstall
5/8"
type
'X'
gypsum board over
n
ew
wa
ll
framing
and
|
I.
|
Room 5345:
In
s
t
a
ll
5/8" typ
e
'X' gyp
s
um bo
a
rd
o
v
e
r n
e
w wall fr
a
ming
.
Compl
e
t
e
|
m.
|
Corridor 5400
:
In
sta
ll
5/8" type
'X
'
gyps
um
board
over
new wall framing for infill opening at Room 5434 and framing at Room
5435
.
|
n.
|
Co
rridor
5405:
In
sta
ll
5/8
"
type
'X
'
gypsum board
over
new
wall
framing
at East end of Corridor. Complete
the finish
on gypsum around pass
through
on East
wall.
In
stall 5/8
"
type
'X
'
gypsum board over new
cei
lin
g f
ramin
g for enti
r
e corridor
.
In
sta
ll
vinyl cove at all
interior
corners
.
|
o.
|
Room 5408
:
In
stall 5/8
"
type
'
X' gypsum board over new wall framing where
indicated
as
pass-through wall framing
on
East wall.
Inst
a
ll vinyl
cove at a
ll
interior
corners and
vinyl bull nose
a
t
a
l
l exterior corners
.
Co
m
plete the
finish
of gypsum arou
nd
pass-through on
Sout
h
wall.
|
p.
|
Room
5410:
Install
gypsum board
at
bulkhead
l
ocated
in new Room 5410 complete with vinyl bullnose at
ou
ts
i
de
corners
.
Tape and
finish
to
l
eve
l
5 standards
.
Complete the finish
of
gypsum
around
pass-through on South and West walls. Patch with 5/8
"
type
'X'
gypsum and finish North and South walls where
part
it
ion
wall was
remov
ed.
|
q.
|
Room 5430
:
Inst
a
ll
5/8
"
type
'X
'
gypsum board over new wall framing
o
n
Sout
h
|
r.
|
Room
5431:
I
nstall
5/8
"
type
'X
'
gypsum board over new wall
framing on
North
|
s.
|
Room
5433
:
In
sta
ll
5/8
"
type 'X
'
gypsum
board over new infill wall
fr
am
in
g
on West
and South wa
ll
s
.
In
sta
ll
5/8
"
type
'X' gyps
u
m board over
new wall framing
on East
wall.
|
u.
|
Room
5435
:
In
sta
ll
5/8
"
type 'X
'
gypsum
board over new wall framing
on
all walls including
East and
W
e
st wall extend
ing
to
existing
framing
along Corridor 5400.
|
v.
|
Room 5440
:
In
sta
ll
5/8
"
type
'
X
'
gypsum
board over new wall framing on West
|
w.
|
Corridor 5401:
In
sta
ll
5/8
''
typ
e
'X' gypsum
board
over
new wall framing at
South end
of
cor
rid
or
.
|
x.
|
.
Room
5445
:
Install
5/8
"
type
'X'
gypsum board over
n
ew
wall framing on South
,
West and East walls
.
I
nstall vinyl cove at all interior corners and
tie
into existing walls
.
|
y.
|
.
Room
5446:
I
nstall 5/8" type
'X'
gypsum
board over new
wa
ll
framing
and chase framing
.
Install
vinyl
cove
at all
int
erio
r
corners, viny
l
bullnose at exterior corners and
ti
e
into
ex
isting
walls
.
|
z.
|
Room 5447
:
In
stall 5/8
"
type
'X'
gypsum
board
over
new
West wall
framing
.
|
1.
|
In
s
t
a
ll new
wall
mold
,
grid,
h
a
ng
e
r
s,
tra
ck,
splicing
,
trim and ceiling
tile
pane
l
s at
th
e
|
a.
|
Hallway 5060
.
|
b.
|
Corridor 5200
.
|
c.
|
Room
5340
.
|
d.
|
Room 5446
.
|
e.
|
Room 5345
.
|
f.
|
Room 5450
.
|
g.
|
Room 5452
.
|
h.
|
Room
5455
.
|
2.
|
Provide
rework
and/or
installation of
new wall
mold
,
grid
,
hangers
,
track
,
splicing, trim and ceiling
tile panels
at
the
following
locations
:
|
a.
|
New
wall above
opening
5201
.
|
b.
|
New
wa
ll
between Room 5205 and 5207
.
|
c.
|
New wall
at
Hallway
5000 at opening 5060
.
|
d.
|
New
wa
ll
at
Dirty
Corridor 5401 provide and
install n
ew
wa
ll
mold
,
grid
,
hangers
,
track,
splicing, trim and ceil
in
g tile pane
l
s in Corridor 5401 from Opening 5060A
to
approximately grid
line
F
.
At approximate
l
y grid
line
F
,
tie new acoustic ceiling into exist
i
ng acoustic ceiling
.
|
e.
|
New
wall at Dirty Corridor
5400
outside new Room 5435 and at door infill
to
|
1.
|
Floor Prep
.
|
a.
|
Leveling and patching compounds for preparation of flooring materia
l
s
.
Floor transition preparation and accessories at transitions to differing
flooring materials
.
|
2.
|
R
esi
lien
t
Base
and Accessories
|
a.
|
Clarification
notes
:
|
i.
|
Provide and insta
ll
base at new walls
comp
l
ete with adhesives (transition
|
1.
|
Hallway
5060.
|
2.
|
Corr
i
dor 5200
.
|
3.
|
Room
5205.
|
4.
|
Room 5207.
|
5.
|
Room
5340.
|
6.
|
Room 5345
.
|
7.
|
Corridor 5401
.
|
8.
|
Room 5444
.
|
9.
|
Room 5450.
|
10.
|
Room
5452
.
|
11.
|
Room
5455.
|
ii.
|
Provide and insta
ll
new
base at
the
following existing wall
l
ocations
:
|
1.
|
Hallway
Existing 5000. Five
feet on
either side of the
new North
|
2.
|
Hallway
5060.
New
base
at
all
ex
isting
walls
.
|
3.
|
Corridor 5200
.
New
base at all existing wa
ll
s
.
|
4.
|
Vestibule
5201. New base at
ex
isting
walls where new opening 5201 is installed.
|
5.
|
QA/QC/MANU 5205.
New
base at ex
i
sting walls where
new
|
6.
|
Room 5207.
New
base at existing
wall
s
.
|
7.
|
Corridor
540
1
.
Transition
new
base
to
existing
base
.
|
8.
|
Room 5444. New base at
existing wa
ll
s
.
|
9.
|
Room 5450.
New
base
at
existing
walls.
|
10.
|
Room
5452.
New base
at ex
i
sting
walls
.
|
11.
|
Room
5455.
New
base at existing
walls
.
|
b.
|
All base including
adhesives.
|
3.
|
Carpet
Tile
|
a.
|
All
carpet
til
e
replacement including
adhesives, seam sealers,
transition
st
ri
ps at
|
i.
|
Room 5201
.
|
4.
|
Sheet Viny
l
|
a.
|
All viny
l i
ncluding adhesives
,
heat
we
l
ding
and
tran
s
ition
strips at
th
e
fo
ll
owing
|
i.
|
Corridor 5200
.
|
ii.
|
Room
5207
.
|
iii.
|
Room 5305
.
|
iv.
|
Corridor 5400
.
|
v.
|
Corr
i
dor 5401.
Provide
and install sheet v
i
ny
l
at
the
South end
of
Corridor 5401.
New
sheet
vinyl from
Opening 5060A to approximate
l
y Grid
Line
F.
|
vi.
|
Corridor 5405
.
|
vii.
|
Room 5430
.
|
viii.
|
Room
5431
.
|
ix.
|
Room 5433
.
|
x.
|
Room 5434
.
|
xi.
|
Room
5435
.
|
xii.
|
Room
5440
.
|
xiii.
|
Room 5444
.
|
xiv.
|
Room 5445
.
|
xv.
|
Room 5447
.
|
xvi.
|
Room 5450
.
|
xvii.
|
Room
5455
.
|
xviii.
|
Room 5457
.
|
5.
|
Ceramic Tile
|
a.
|
All floor
and
base tile
.
|
b.
|
Transitions
at ti
l
e f
l
ooring to other f
l
oor
i
ng materia
l
s
.
|
c.
|
Must
u
se
wetting
agent fo
r
all
cuts
or
u
se a
wet
saw
.
|
d.
|
Skim coat around
floor drains
.
|
e.
|
Fina
l
c
l
ean of a
ll
hard
surface
s
in
s
talled
.
|
f.
|
The following
Rooms are to
receive
ceramic t
il
e
flooring
and
base
:
|
6.
|
Clarifications
:
|
a.
|
At
Hallway
5000
repair/replace viny
l
base
arou
nd
opening
5060
.
Allow
for
a 4
'
|
b.
|
In
Room
541
0 install new
shee
t
vinyl where partition wall
i
s
being
r
emoved
.
|
c.
|
In
Corridor 5400 install
new
sheet vinyl and base and heat weld to existing at
|
d.
|
In
Room 5446 repair/replace
sheet
vinyl and base
where
n
ew
partition wall is being
insta
ll
ed. Allow
for
2' x 17' section.
|
e.
|
At Corridor 5405
install new
sheet
vinyl
and base and
heat
weld
to
exis
t
ing where
|
f.
|
At Room
5205
allow for
2
'
x 6'
vinyl patch and base
along
new
east
partition
wall and new Door 5201
.
|
g.
|
At Corridor
5300
repair/replace
sheet
vinyl
and base where
new
partit
i
on wa
ll
|
2.
|
Provide
a
nd
install
joint
sea
la
nt a
t
perimeter
joint
between hollow
me
t
al frames and new
|
3.
|
Paint all
n
ew
h
o
ll
ow
metal doors,
fr
ames
and
side
l
ites
.
|
4.
|
Paint existing double doors and
frames
on east elevation of Hallway 5060 and Corridor 5401
.
|
5.
|
Paint
all
new
gypsum board
walls,
cei
lin
gs and bulkheads as noted.
|
a.
|
Hallway
5000
:
New partit
i
on wall
l
ocated at
North
end
of
corridor
.
|
b.
|
Hallway
5060
:
N
ew
North
a
nd
South partition walls
.
|
c.
|
Corridor 5200
:
New partition walls located at West
end
of
corridor.
|
d.
|
Room 5201:
New bulkhead
above opening 5201.
|
e.
|
Room 5205
:
East partition wall adjacent
to
Room 5207 and
new
bulkhead above opening 5201.
|
g.
|
Corridor 5300
:
East partition wall adjacent
to Room
5305.
|
h.
|
Room 5305
:
North
,
East and
West
partition walls
.
New ceiling
.
|
k.
|
Corridor 5400
:
New
partition walls and door infill
.
|
I.
|
Corridor 5401
:
New
partition walls at South end of Corridor
.
|
m.
|
Corridor 5405
:
Partition walls adjacent to Room
5446
.
N
ew ceiling
.
|
n.
|
Room
5430
:
N
ew
South partition wall.
New
ceiling
.
|
o.
|
Room 5431
:
New North
partition wall and door infill.
New
ceiling
.
|
p.
|
Room 5433
:
N
ew East
partition wall and South and West door infllls
.
N
ew ce
iling
.
The North
e
levation chase
i
s
required to extend
east
to 1' West
of
Opening 5433
.
Provide gypsum board
wall
and ceiling
paint
ing
for the
rev
i
sed
wall
l
ayout.
|
q.
|
Room 5434
:
N
ew
East partition wall and wall adjacent
to
Room
5435.
New door infill
.
New
ceil
i
ng
.
|
r.
|
Room 5435
:
New
partition
walls
.
New
ceiling.
|
s.
|
Room 5440
:
New West partition
wall.
New
ce
ilin
g
.
|
t.
|
Room 5442
:
New
partition
walls
.
|
u.
|
Room 5445
:
New partition walls
.
New
ceiling
.
|
v.
|
Room 5446
:
Partition walls adjacent to Corridor 5405
.
|
w.
|
Room 5447
:
New West partition
wall
.
New
ce
iling
.
|
x.
|
Room 5450
:
N
ew
South and West partition walls,
including
door
infil
l.
|
y.
|
Room 5457
:
New partition walls
.
New
ceiling
.
|
z.
|
Protection of all exposed cables, cab
l
e
trays
,
floors
and all
it
ems
not to receive paint.
|
6.
|
Repaint existing gypsum
in the following
areas as
not
ed
:
|
a.
|
Hallway 5000
:
North
and East walls.
|
b.
|
Hallway 5060
:
All walls
.
|
c.
|
Corridor
5200
:
All walls
.
|
d.
|
Room
5205
:
Wall from Northwest
corner
of Room
5245
to wall
adjacent
from
|
e.
|
C
orridor
5300
:
Wail
from
door
frame
o
f Room
5335
to door
frame
of Room
5201
|
f.
|
Room
53
0
5
:
All walls
.
|
g.
|
Room 5315
:
North
wall.
|
h.
|
Room 5320
:
North
and East walls
.
|
i.
|
Room 5325
:
W
est
wall.
|
j.
|
Room
5345
:
North
and
South walls
.
|
k.
|
Room
5340
:
A
ll
walls
.
|
I.
|
Co
rridor
5400
:
Wall from door frame
of
Room
5427
to door frame
of
Room
5440
.
|
m.
|
Co
rridor
5401
:
West wall from opening
5450
to opening
5448
and
East
wall.
|
n.
|
Corridor
5405
:
All walls.
|
o.
|
Room
5408
:
Sou
t
h and East walls.
|
p.
|
Room
5410
:
North
,
Sou
th
and
West walls
in
c
luding
bulkhead
.
|
q.
|
Room
5430
:
A
ll
walls
.
|
r.
|
Room
5431
:
A
ll
walls.
|
s.
|
Room
5433
:
South
and West
walls
.
|
v.
|
Room
5443
:
Tou
c
h
up
aro
und
new floor
s
ink
.
|
w.
|
Room
5444
:
Touch
up
around
new f
l
oor sink
.
|
1.
|
Five
(
5)
new
24"x36
"
x14
"
pass
-
thoughs.
|
2.
|
Reinsta
ll
one
(1)
ex
i
s
tin
g sa
l
vaged pass-t
hr
ough
in
Room
5446
.
|
1.
|
RTU
-
5
:
Modify controls
,
ductwork and diffusers as needed
t
o
revise
th
e
unit
service
|
2.
|
RTU-7&8
:
T
h
e
wall between
th
ese
rooms is being removed
.
Both units
w
ill
remain as is
.
Controls will be
modifi
ed
as
ne
cessary.
|
3.
|
RTU
-
12
:
This unit
is
being relocated from
above the
gowning room to
above Exi
t
5406
.
|
5.
|
RTU-19
:
Provide
and
install
n
ew
rooftop
un
it.
The unit will
serve
the
C
l
ean Cor
ridor
,
Ex
it
5440, Cleaning
5443,
Air Lock
5430,
Product Staging
5433,
Air Lock
5445
and Environmental Monitoring
5447
.
New ductwork, diffusers and
co
ntrol
dampers will be
i
nstalled or modified
as
needed to
accommodate
the
in
creased
airflow
in th
e ex
i
sting
spaces and pick
u
p
the new rooms
.
|
6.
|
Existing VAV Boxes
:
Relocate
three
boxes from the
h
ouse system,
in
c
ludi
ng
modification of the hydronic piping as necessary
.
The duct branch
lin
e
from the house
RTU
h
eading
north will be relocated
as
needed to
allow
for the installation
of
units
in
the
l
ab space
.
|
1.
|
We will reuse most of the
ex
i
sti
ng
fixtures
and
order
th
e fo
ll
ow
ing
(9) F2
,
(1)
F4,
|
2.
|
(6) Occupancy sensor in
rooms
and offices.
|
1.
|
All devic
es
to
b
e
20 amp specificat
i
o
n
grade
.
|
2.
|
(8)
Sing
l
e
pole
switches,
(4)
3
ways, (14) four ple
xs
,
(18)
duple
x's.
|
1.
|
Addressable
system
by
NOTIFIER.
|
2.
|
(6) Visual.
|
1.
|
(
5)
Voice data
I
jacks
with
w
i
ring.
|
1.
|
In
stall four
new
structural co
l
umns and
four new
beams to support
new
equipment
l
oad
.
|
2.
|
Flashing
of
new
columns
i
nto existing roof
sys
tem
.
|
3.
|
R
eloca
t
e
mak
e-
u
p air
unit from Ch
em.
L
ab on
th
e
roof
near room
5433
.
Thi
s
unit would
be
100% OA
and
have VFD
,
OX
coo
l
ing and
modulating
gas heat.
Th
e
unit would be
ducted
to
the
outdoor air
intake
of RTUs 2
through
19 and have an on/off contro
l
damper at each
unit
for
emergency
use
.
|
4.
|
Power
to new
make-up air unit.
|
5.
|
Provide
and
install one
(1)
new
sma
ll
er
make up
air
unit at
Chem
.
Lab.
|
1.
|
Newlink
Genetics Corporation comp
l
etely vacates
Pha
se
1
&
2
Ar
eas sc
heduled to b
e
remodeled by Fr
i
day, August
30
,
2013
.
|
2.
|
Story
Construction Co
.
mobilize
s
and begins construction on Tuesday
,
September
3,
2013 and
i
s substantially comp
l
ete by
Mond
ay, September
30,
·
20
13
.
Wor
k
to occur during
two
shifts
throughout the
week and single shifts
throughout the
weekend
.
Price inc
lud
es
premium for
shift d
i
fferential,
overtime and
double t
i
me
.
Refer to
attached Alternate Schedule
.
|
3.
|
Written Notice to
proceed
with
work to be
received
by Story Construction Co.
on or
before
Wednes
day
,
May
22
,
2013. Contracts
to
be exec
ut
ed on or before
Friday, May
24,
20
13
,
to
ensure that time sensitive air
handling
equipment,
HEPA
f
iltered diffusers, and
li
ght
fixture
orders can be
placed
and
f
a
brication
can begin
.
|
a.
|
AAON Rooftop
Unit
Cost
$
76,000
.
00
|
b.
|
Alternate
1
AAON Rooftop
Unit
Cost (C
h
em Lab)
$
37,000
.
00
|
c.
|
HEPA Filter Diffusers
$
31,000
.
00
|
d.
|
Light Fi
x
tures
$
9,000
.
00
|
4.
|
Newlink Genetics Corporation complete
l
y vacates Phas
e
1 &
2
Areas schedu
l
ed
to be remodeled by Friday
,
August 30
,
2013
.
|
5.
|
Sto
ry
Construction Co
.
mobili
zes
and b
e
gins construction on Tuesday
,
Sep
t
ember 3,
2013 and is substantially comp
l
ete by Friday
,
October
11
,·
2013. Work to occur
durin
g
two
s
hift
s
throughout the week
and sing
l
e shift
on
Saturday
.
Pri
ce
in
c
l
ud
es
premium for
sh
ift
differential
,
and overtime
.
Refer
to
attached A
l
ternate Sch
e
dule
.
|
6.
|
Written
Notice
to proceed with work to be
re
ce
ived
by Story Construct
io
n Co. on or befo
r
e Friday
,
May
24
,
20
13
.
Contracts
to be
executed
on
or before
Wednesday
,
May
|
1.
|
Provide
and
in
sta
ll
five (5)
24"x36
"
x24
"
Stainless
Stee
l
Pass
-
through
's
in
li
eu of
five
(5) 24"x36"x14" Stainless Stee
l
Pass-through's
.
|
1.
|
Performanc
e
and
payment bonds.
|
2.
|
Property Insurance
(Bui
ld
er
'
s
Risk)
|
3.
|
Land
cost and
financing
.
|
4.
|
Construction power, gas
and telephone
hook-up and use charges
.
|
5.
|
Removal
and
disposal
of any and all
hazardous materials
currently onsite such as asbestos, lead paint
,
buried
tanks, etc
.
|
6.
|
Soil
borings
and
soils report
.
|
7.
|
Soi
l
corrections and/or
modifications to
provide adequate bearing capacity
.
|
8.
|
Winter
construction costs (Heated concrete, enc
l
osures, blankets,
heater
s,
heater fuel, ground
thawing
,
etc
.
)
|
9.
|
Owner provided equipment and/or existing equipment includ
i
ng
:
-
80 freezers, flammable
|
10.
|
Cold
Room Construction
.
|
11.
|
Dismantling
and
relocating of
existing Cold
Room
.
Modifying of
exis
tin
g Cold
Room
and
|
12.
|
Ha
ndling and
installation of
Tenant
furnished
equipment.
|
13.
|
Relocation of Tenant furnished
equipment.
|
14.
|
Costs
associated with
LEED or
bui
ldin
g commission
ing
.
|
15.
|
Site
sign.
|
16.
|
Costs associated
with imported
sand
for
concrete
mixes
that
is free
of churl, coa
l
,
l
ignite,
|
17.
|
Termite treating of
subgrade soi
l
s and
t
erm
it
e con
tr
ol.
|
18.
|
Sea
l
ant at existing and
new
concrete expans
i
on,
isolation
and construction
joints
u
nless
n
oted otherwise
.
|
19.
|
Building
furnishings
(Desks, chairs,
tables,
cubic
l
es
,
tv
's,
filing cabinets,
f
itness
|
20.
|
Food
service equipment,
d
is
hwasher
,
refrigerator, m
icrowave,
range
,
kitchen
hoods
and
|
21.
|
Vacuum
p
um
p equipment.
|
22.
|
Air compressor equipment.
|
23.
|
C02
system equipment.
|
24.
|
Dl wate
r
system
or
unit.
|
25.
|
RO water system or
unit.
|
26.
|
Liquid nitrogen
system
.
|
27.
|
Rework to existing ductwork systems beyond current scope of work
.
|
28.
|
Grease
interceptor
.
|
29.
|
Central vacuum system
including piping
and equipment.
|
30.
|
In
terior or exter
i
or bui
ldin
g
mounted
security cameras and exterior po
l
e mounted security cameras inc
lu
di
n
g
co
nduit
and w
i
r
in
g
.
|
31.
|
Lightning protection
.
|
32.
|
Generator or
UPS
.
|
33.
|
Security system
,
devices and equipment.
|
34.
|
Phone system and equipment.
|
35.
|
Sound systems including
co
nduit
and wiring
.
|
36.
|
Anything not specifically listed
in
in
c
lu
sions.
|
RE:
|
ADDENDUM TO THE LEASE BETWEEN ISU RESEARCH PARK CORPORATION AND NEWLINK GENETICS CORPORATION DATED MARCH 1, 2010.
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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
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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
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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
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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.
|
By:
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/s/ Charles J. Link, Jr.
|
Charles J. Link, Jr.
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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)) for the registrant 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.
|
By:
|
/s/ Gordon H. Link, Jr.
|
Gordon H. Link, Jr.
|
|
Chief Financial Officer and Secretary
|
|
(Principal Financial and Accounting Officer)
|
1.
|
The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, 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.
|
By:
|
/s/ Charles J. Link, Jr.
|
Charles J. Link, Jr.
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
By:
|
/s/ Gordon H. Link, Jr.
|
Gordon H. Link, Jr.
|
|
Chief Financial Officer and Secretary
|
|
(Principal Financial and Accounting Officer)
|