0001553350-12-000055 Sample Contracts

LICENSE AGREEMENT
License Agreement • December 24th, 2012 • Heat Biologics, Inc. • Pharmaceutical preparations

This License Agreement (the "Agreement") is entered into and made effective the 18 day of Feb, 2011 (the "Effective Date") between XXXXUNIVERSITY, whose principal place of business is at XXXX (hereinafter referred to as "LICENSOR") and HEAT BIOLOGICS 1, INC., a Delaware corporation, whose principal place of business is at Atlantic Center, 119 Washington Avenue, Suite 401, Miami Beach, FL 33139 (hereinafter referred to as "LICENSEE").

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Non-Exclusive Evaluation and Biological Material License
Transfer Agreement • December 24th, 2012 • 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 AGREEMENT
Common Stock Subscription Agreement • December 24th, 2012 • 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 T, INC., a Delaware corporation (the "Company"), and the University of XXXX, a XXXX, (the "Subscriber").

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 24th, 2012 • 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 _____________, 2011.

LICENSE AGREEMENT
License Agreement • December 24th, 2012 • Heat Biologics, Inc. • Pharmaceutical preparations

This License Agreement (the “Agreement”) is entered into and made effective the 11th day of July, 2008 (the “Effective Date”) between UNIVERSITY XXXX whose principal place of business is at XXXX (hereinafter referred to as “LICENSOR”) and HEAT BIOLOGICS, INC., a Delaware corporation whose principal place of business is at Atlantic Center, 199 Washington Avenue, Suite 401, Miami Beach FL 33139 (hereinafter referred to as “LICENSEE”).

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 24th, 2012 • Heat Biologics, Inc. • Pharmaceutical preparations

This First Amendment to Loan and Security Agreement (the "Amendment"), is entered into as of November 30, 2012 by and between SQUARE I BANK (the "Bank") and HEAT BIOLOGICS. INC. and HEAT BIOLOGICS I, INC. (collectively known as the “Borrower").

TERMINATION AGREEMENT
Agreement • December 24th, 2012 • Heat Biologics, Inc. • Pharmaceutical preparations

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”).

MANUFACTURING SERVICES AGREEMENT
Manufacturing Services Agreement • December 24th, 2012 • Heat Biologics, Inc. • Pharmaceutical preparations • Delaware

This Manufacturing Services Agreement (the “Agreement”) is made as of October __, 2011, (the “Effective Date”) between XXXX XXXX., a Delaware corporation having its principal place of business at ____________________ (“XXXX”), 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 XXXX and CLIENT, a “Party” and, collectively, the “Parties”).

LICENSE AGREEMENT
License Agreement • December 24th, 2012 • Heat Biologics, Inc. • Pharmaceutical preparations

This License Agreement (the “Agreement) is entered into and made effective the 11 day of Feb, 2011 (the “Effective Date”) between XXXX UNIVERSITY, whose principal place of business is at XXXXX (hereinafter referred to as :LICENSOR”) and HEAT BIOLOGICS, INC., A Delaware corporation, whose principal place of business is at Atlantic Center, 119 Washington Avenue, Suite 401, Miami Beach, FL 33139 (hereinafter referred to as “LICENSEE”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 24th, 2012 • Heat Biologics, Inc. • Pharmaceutical preparations

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 XXXX, a XXXX corporation ("UNIVERSITY").

AMENDMENT TO LICENSE AGREEMENT (XXXX97-14)
License Agreement • December 24th, 2012 • 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 XXXX and its XXXX ("LICENSOR"), and HEAT BIOLOGICS, INC., a Delaware corporation ("LICENSEE"), under the direction of XXXX, to wit: LICENSE AGREEMENT relating to the technology and product identified as the XXXX Cancer Vaccine (XXXX97-14) , and hereinafter referred to as "License Agreement".

SECOND AMENDMENT TO LICENSE AGREEMENT (XXXX-114)
License Agreement • December 24th, 2012 • Heat Biologics, Inc. • Pharmaceutical preparations

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

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