Form: S-1

General form of registration statement for all companies including face-amount certificate companies

May 6, 2013

Documents

EXHIBIT 10.15


TERMINATION AGREEMENT

(UMSS97-14)


AGREEMENT (the “AGREEMENT”) made and entered into this 26 day of June, 2009 (the “Effective Date”), by and between the University of Miami and its School of Medicine (“UNIVERSITY”) and HEAT BIOLOGICS, INC., a Delaware corporation (“HEAT BIOLOGICS”).


WITNESSETH:


WHEREAS, UNIVERSITY and HEAT BIOLOGICS entered into that certain License Agreement dated the 11th day of July, 2008, and Amendment thereto dated April 29, 2009, relating to the technology and product currently identified as the Podack Cancer Vaccine (UMSS-114), and


WHEREAS, UNIVERSITY AND HEAT BIOLOGICS entered into that certain Stockholders Agreement dated the 11th day of July, 2008, together with the University of Miami Investor Rights Agreement effective July 11, 2008, and the Common Stock Subscription Agreement dated July 1, 2008, (hereinafter collectively referred to as the “Stock Agreements”), granting to the UNIVERSITY certain stock ownership rights and rights to participate in future stock offerings by HEAT BIOLOGICS; and


WHEREAS, UNIVERSITY and HEAT BIOLOGICS presently desire to mutually terminate the Stock Agreements.


NOW THEREFORE, for the mutual promises and other good and valuable consideration contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


UNIVERSITY and HEAT BIOLOGICS mutually agree to terminate the Stock Agreements, effective immediately.


IN WITNESS WHEREOF, the parties have executed this AGREEMENT as of the date set forth below.


UNIVERSITY OF MIAMI

 

 

 

 

 

 

By:

/s/ Bart Chernow

 

Date:

  6/30/09

Name:

Bart Chernow, M.D.

 

 

Title:

Director of UM Innovation

 

BART CHERNOW. M.D., MACP

VICE PROVOST FOR TECHNOLOGY ADVANCEMENT

VICE PRESIDENT FOR SPECIAL PROGRAMS & RESOURCE STRATEGY

PROFESSOR OF MEDICINE AND ANESTHESIOLOGY

 

Vice Provost of Technology Advancement

 

 

 

 

 

 

 

 

 

 

 

 

HEAT BIOLOGICS, INC.

 

 

 

 

 

 

 

 

By:

/s/ Jeffrey Wolf

 

Date:

  June 26, 2009

 

Jeffrey Wolf, President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 






*

If Shares are being subscribed for by an entity, the attached Certificate of Signatory must also be completed.


 

Number of Shares Subscribed for: 300,000 Shares

 

Purchase Price: $30.00

 

 

 

UNIVERSITY OF MIAMI

 

Name(s) Exactly as to Appear on Stock Certificate

 

 

 

 

 

 

Signature

Signature (if purchasing jointly)

 

 

 

 

 

UNIVERSITY OF MIAMI

Name Typed or Printed

Name Typed or Printed

 

 

 

 

 

c/o Diane Cook

Residence Address

Residence Address

 

 

 

 

 

 

 

 

250 Ashe Building

 

 

 

 

 

 

 

 

Coral Gables, Florida 33124

City, State and Zip Code

City, State and Zip Code

 

 

 

 

 

(305) 284-6297

Telephone

Telephone

 

 

 

 

 

59-0624458

Tax Identification or Social Security Number

Tax Identification or Social Security Number

 

 

 

 

 

 


This Common Stock Subscription Agreement, including a subscription contained herein is agreed to and accepted as of July 7, 2009.



HEAT BIOLOGICS I, INC., a Delaware corporation

 

 

 

 

 

By:

/s/ Jeffrey Wolf

 

 

 

Its:

President

 

 

 



-5-





CERTIFICATE OF SIGNATORY


(To be completed if Shares are being subscribed for by an entity)


                                          BART CHERNOW. M.D., MACP

                       VICE PROVOST FOR TECHNOLOGY ADVANCEMENT

        VICE PRESIDENT FOR SPECIAL PROGRAMS & RESOURCE STRATEGY

I,                     PROFESSOR OF MEDICINE AND ANESTHESIOLOGY                     of


   UNIVERSITY OF MIAMI           (the “Entity”).


I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Common Stock Subscription Agreement and to purchase and hold the Shares, and certify further that the Common Stock Subscription Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.


IN WITNESS WHEREOF, I have set my hand this 6th day of July, 2009.


UNIVERSITY OF MIAMI

 

 

a Florida non-profit corporation:

 

 

 

 

 

 

By:

/s/ Bart Chernow

 

 

 

Name:

Bart Chernow, M.D.

 

 

Title:

Director of UM Innovation

 

 

 

Vice Provost of Technology Advancement