LICENSE AGREEMENTLicense Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Florida
This License Agreement (the “Agreement”) is entered into and made effective the 18 day of Feb, 2011 (the “Effective Date”) between UNIVERSITY OF MIAMI and its School of Medicine, whose principal place of business is at 1600 N.W. 10th Avenue, Miami, Florida 33136 (hereinafter referred to as “LICENSOR”) AND HEAT BIOLOGICS I, Inc., A Delaware corporation whose principal place of business if at Atlantic Center, 119 Washington Avenue, Suite 401, Miami Beach, FL 33139 (hereinafter referred to as :LICENSEE”).
ContractWarrant Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • North Carolina
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
Non-Exclusive Evaluation and Biological Material LicenseNon-Exclusive Evaluation and Biological Material License Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Virginia
THIS NON-EXCLUSIVE EVALUATION AND BIOLOGICAL MATERIAL LICENSE AGREEMENT (the “Agreement”), effective as of the date of the last signature to the Agreement (“Effective Date”), is by and between the American Type Culture Collection, a District of Columbia not-for-profit corporation, having it offices at 10801 University Boulevard, Manassas, Virginia 20110-2209, USA (hereafter referred to as “ATCC”) and Heat Biologics, Inc., a for-profit corporation, having offices at 119 Washington Avenue, Suite 401, Miami Beach, FL 33139, USA (hereafter referred to as “Licensee”).
COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the date set forth on the signature page hereof between HEAT BIOLOGICS I, INC., a Delaware corporation (the "Company"), and the University of Miami, a Florida non-profit corporation, (the "Subscriber").
1st LEASE MODIFICATION AGREEMENTLease Modification Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations
This 1st Lease Modification Agreement made and entered into as of December 19, 2012, by and between EUROPA CENTER, LLC, herein represented by its duly authorized agent, AVISON YOUNG (formerly Thomas Linderman Graham Inc.), 100 Europa Dr., Suite 190, Chapel Hill, NC 27517, hereinafter, “Landlord” and Heat Biologics, Inc. hereinafter, “Tenant”.
EXCLUSIVE LICENSE AGREEMENT University of Michigan File 3680Exclusive License Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Michigan
This Agreement is effective as of July 22, 2011 (the "Effective Date"), between Heal Biologics, Inc. ("LICENSEE") having the address in Article II below, and the Regents of the University of Michigan, a constitutional corporation of the stale of Michigan ("MICHIGAN"). LICENSEE and MICHIGAN agree as follows:
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Florida
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered into by Heat Biologics, Inc., a Delaware corporation (the "Corporation") and Jeffrey Wolf (the "CEO") to be effective as of January 1, 2011.
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Florida
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of December 18, 2009 (the "Effective Date"), by and between Heat Biologics, Inc., a Delaware corporation having a place of business at Atlantic Center, 119 Washington Avenue, Suite 401, Miami, FL 33139 (the "Corporation"), and Jeffrey Wolf (the "CEO"), an individual residing at 100 Meridian Avenue, Apt. 242, Miami Beach, FL 33139.
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
This Manufacturing Services Agreement (the “Agreement”) is made as of October 20, 2011, (the “Effective Date”) between Lonza Walkersville, Inc., a Delaware corporation having its principal place of business at 8830 Biggs Ford Road, Walkersville, Maryland 21793 (“LWI”), and Heat Biologics, Inc., a Delaware Corporation, having an office at 15 TW Alexander Drive, Suite 119, Research Triangle Park, NC 27709 (“CLIENT”) (each of LWI and CLIENT, a “Party” and, collectively, the “Parties”).
AMENDMENT TO LICENSE AGREEMENT (UM97-14)License Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations
Amendment to the License Agreement (the "Amendment") dated the 11th day of July, 2008 (the "Effective Date"), by and between the University of Miami and its School of Medicine ("LICENSOR"), and HEAT BIOLOGICS, INC., a Delaware corporation ("LICENSEE"), under the direction of Dr. Eckhard Podack, to wit: LICENSE AGREEMENT relating to the technology and product identified as the Podack Cancer Vaccine (VM97-14) , and hereinafter referred to as "License Agreement".
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) dated March 25, 2013, is entered into by and among Heat Biologics, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series B Preferred Stock (as defined below) (the “Purchasers”), each holder of the Company’s Series 1 Preferred Stock (as defined below) (the “Series 1 Preferred Holders”), each holder of the Company’s Series A Preferred Stock (as defined below) (the “Series A Preferred Holders”, and collectively with the Series 1 Preferred Holders, the “Series 1 and Series A Preferred Holders”). The Purchasers and the Series 1 and Series A Preferred Holders are collectively sometimes referred to herein as the “Preferred Stockholders.” This Agreement will become effective of the Initial Closing (as defined therein) of that certain Series B Preferred Stock Purchase Agreement dated of even date herewith (the “Purchase Agreement”) by and among the Company and the Purchasers. Capitalized terms used but not defined h
CO-SALE AND FIRST REFUSAL AGREEMENTCo-Sale and First Refusal Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
This CO-SALE AND FIRST REFUSAL AGREEMENT (this “Agreement”) dated March 25, 2013, is entered into by and among Heat Biologics, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series B Preferred Stock (as defined below) (the “Purchasers”), each holder of the Company’s Series 1 Preferred Stock, par value $0.0001 (the “Series 1 Preferred Holders”), each holder of the Company’s Series A Preferred Stock, par value $0.0001 (the “Series A Preferred Holders”, and collectively with the Series 1 Preferred Holders, the “Series 1 and Series A Preferred Holders”) and each holder of Common Stock (as defined below) (the “Stockholders”). The Series 1 and Series A Preferred Holders, collectively with the Purchasers, are referred to herein as the (“Preferred Stockholders”). This Agreement will become effective as of the Initial Closing (as defined therein) of that certain Series B Preferred Stock Purchase Agreement dated of even date herewith (the “Purchase Agreement”) by and
HEAT BIOLOGICS, INC. HEAT BIOLOGICS I, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered unto as of August 7, 2012, by and between Square 1 Bank (“Bank” and Heat Biologics Inc. and Heat Biologics I, Inc. (collectively known as “Borrower”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations
This Third Amendment to Loan and Security Agreement (the "Amendment"), is entered into as of February 28, 2013, by and between SQUARE 1 BANK (the "Bank") and HEAT BIOLOGICS, INC. and HEAT BIOLOGICS I, INC. (collectively known as the "Borrower").
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations
This Second Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of January 14, 2013, by and between SQUARE 1 BANK (the “Bank”) and HEAT BIOLOGICS, INC. and HEAT BIOLOGICS I, INC. (collectively known as the “Borrower”).
FIFTH AMENDMENT TOLoan and Security Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations
This Fifth Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of April 18, 2013, by and between SQUARE 1 BANK (the “Bank”) and HEAT BIOLOGICS, INC. and HEAT BIOLOGICS I, INC. (collectively known as the “Borrower”).
ASSIGNMENT AND ASSUMPTION AGREEMENT (UMSS-114)Assignment and Assumption Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Florida
ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement"), dated as of June 26, 2009, by and among HEAT BIOLOGICS, INC., a Delaware corporation ("HEAT BIOLOGICS"), HEAT BIOLOGICS I, INC., a Delaware corporation ("HEAT I") and for the limited purpose set forth on the signature page hereto, the University of Miami, a Florida not-forprofit corporation ("UNIVERSITY").
SERIES B PREFERRED STOCK PURCHASE AGREEMENT AMONG HEAT BIOLOGICS, INC. AND THE UNDERSIGNED PURCHASERS DATED AS OF MARCH 25, 2013Series B Preferred Stock Purchase Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated March 25, 2013, is entered into by and among Heat Biologics, Inc., a Delaware corporation (the “Company”), and the several undersigned purchasers (individually, a “Purchaser” and collectively, the “Purchasers”). Certain capitalized terms used herein are defined in Section 6.19 of this Agreement.
OPTION CONTRACT FOR EXCLUSIVE LICENSEOption Contract for Exclusive License • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Florida
This Option Contract for Exclusive License (the “Contract” or the “Agreement”) is entered into and made effective the 1st day of April, 2013 (the "Effective Date") by and between UNIVERSITY OF MIAMI, a Florida not-for-profit corporation, having business office at 1400 NW 10th Ave, Suite 1200 (R64), Miami, Florida 33136 (hereinafter referred to as "University") and Heat Biologics, Inc., a Delaware corporation, whose principal place of business is at 100 Europa Drive, Suite 420, Chapel Hill, NC 27517 (hereinafter referred to as "Company").
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations
This Fourth Amendment to Loan and Security Agreement (the "Amendment"), is entered into as of March 19, 2013, by and between SQUARE 1 BANK (the "Bank") and HEAT BIOLOGICS, INC. and HEAT BIOLOGICS 1, INC. (collectively known as the "Borrower").
VOTING AGREEMENTVoting Agreement • May 6th, 2013 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”) dated March 25, 2013, is entered into by and among Heat Biologics, Inc., a Delaware corporation (the “Company”), each holder of Series B Preferred Stock (including, with their permitted transferees or assigns, the “Purchasers”), and each of the Persons listed on Schedule 2 attached hereto (each, an “Existing Stockholder” and collectively, the “Existing Stockholders”). The Purchasers and the Existing Stockholders are sometime collectively referred to as the “Stockholders.” This Agreement shall become effective as of the Closing (as defined therein) of that certain Series B Preferred Stock Purchase Agreement dated as of even date herewith (the “Purchase Agreement”) by and among the Company and the Purchasers named therein.
