TERMINATION AGREEMENT


EXHIBIT 10.15




TERMINATION AGREEMENT

(XXXX97-14)




AGREEMENT (the “AGREEMENT”) made and entered into this 26 day of June, 2009 (the “Effective Date”), by and between the XXXX and its XXXX (“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 XXXX Cancer Vaccine (XXXX-114), and




WHEREAS, UNIVERSITY AND HEAT BIOLOGICS entered into that certain Stockholders Agreement dated the 11th day of July, 2008, together with the XXXX 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.




					
	XXXX

	 
	 

	 
	 
	 
	 

	By:

	/s/ XXX

	 
	Date: 

	  6/30/09


	Name: 

	XXXX.

	 
	 

	Title: 

	XXXX

	 
	XXXX


	 
	XXXX

	 

	 
	 
	 

	 
	 
	 

	 
	 
	 
	 
	 

	HEAT BIOLOGICS, INC.

	 
	 
	 

	 
	 
	 
	 
	 

	By:

	/s/ Jeffrey Wolf

	 
	Date:

	  June 26, 2009


	 
	Jeffrey Wolf, President

	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 



Portions herein identified by [XXXX] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission















*

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


	 
	 

	 
	XXXX


	 
	Name(s) Exactly as to Appear on Stock Certificate


	 
	 
	 

	 
	 
	 

	Signature

	Signature (if purchasing jointly)


	 
	 
	 

	 
	 
	XXXX


	Name Typed or Printed

	Name Typed or Printed


	 
	 
	 

	 
	 
	XXXX


	Residence Address

	Residence Address


	 
	 
	 

	 
	 
	 

	 
	 
	XXXX


	 
	 
	 

	 
	 
	 

	 
	 
	XXXX


	City, State and Zip Code

	City, State and Zip Code


	 
	 
	 

	 
	 
	XXXX


	Telephone

	Telephone


	 
	 
	 

	 
	 
	XXXX


	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

	 
	 
	 









Portions herein identified by [XXXX] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission




-5-











CERTIFICATE OF SIGNATORY




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




XXXX                     of




   XXXX           (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.




					
	XXXX

	 
	 

	a XXXX corporation:

	 
	 

	 
	 
	 
	 

	By:

	/s/ XXXX

	 
	 
	 

	Name: 

	XXX

	 
	 

	Title: 

	XXXX

	 
	 

	 
	X

	 

	 
	 
	 

	 
	 
	 









Portions herein identified by [XXXX] have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission