exhibit 10. 3license agreementthis 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 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 " ). witnessethwhereas, heat biologics, inc., a delaware corporation ( " heat'" ) is the majority shareholder of the licensee, with effect of july 11, 2008, heat and the licensor have entered into a license agreement regarding the podack cancer vaccine ( um97 - 14 ) which was later assigned to the licensee ( hereinafter also referred to herein as the " podack cancer vaccine license agreement " ) ; whereas, licensor is the sole owner of the technology and product identified as the heat shock protein gp96 vaccination ( umd - 107 ) technology ; whereas, licensor is the sole owner of the patent rights relating to the heat shock protein gp96 vaccination ( umd - 107 ) technology ; whereas, licensor wishes to exclusively license to licensee the heat shock protein gp96 vaccination ( umd - 107 ) technology and patent rights related thereto ; andwhereas, licensee desires to acquire an exclusive license from licensor to the heat shock protein gp96 vaccination ( umd - 107 ) technology and patent rights related thereto for the purpose of commercially marketing the heat shock protein gp96 vaccination ( umd - 107 ) technology. page 1 of 20 exhibit 10. 3license agreementthis 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 1, inc., a delaware corporation, whose principal