TERMINATION AGREEMENT


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