exv10w5







Exhibit 10.5





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED

WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.




SUPPLY AGREEMENT




     This Supply Agreement (this “Agreement”) is made as of this 31st day of
March, 2009 (the “Execution Date”), by and among Novavax, Inc., a Delaware corporation having an
address at 9920 Belward Campus Drive, Rockville, Maryland 20850, United States of America
(“Novavax”) and CPL Biologicals Limited, a limited company incorporated under the laws of
India having an address at “Cadila Corporate Campus”, Sarkhej-Dholka Road, Bhat, Ahmedabad -
382210, Gujarat, India (“Company”). Novavax and Company are sometimes referred to
herein each individually as a “Party” and collectively as the “Parties.”



RECITALS




               WHEREAS, Company, a joint venture formed pursuant to a Joint Venture Agreement (the “Joint
Venture Agreement”) dated as of the date hereof between Novavax and Cadila Pharmaceuticals
Limited, organized under the laws of India, was formed for developing, manufacturing, marketing and
selling the Products (as defined in the Joint Venture Agreement) in India to cater the needs of the
market in India; and



               WHEREAS, Novavax has granted to Company a license to certain of Novavax’s patents, patent
applications and know-how for the Company to develop and commercialize certain Novavax Products (as
defined in the Joint Venture Agreement) (the “License”); and



               WHEREAS, in connection with the foregoing, Novavax is willing to supply certain pre-clinical
and clinical supplies of the Novavax Seasonal Product to Company and Company wishes to buy Products
from Novavax under the terms and conditions of this Agreement.



               NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants
set forth below, and for other good and valuable consideration, the receipt of which is hereby
acknowledged, and intending to be legally bound hereby, Novavax and Company hereby agree as
follows:




	1.	 	Definitions. References in the body of this Agreement to “Sections” will
refer to the sections of this Agreement. In addition, as used herein, the following initially
capitalized terms will have the following meanings






	 	1.1	 	“Bankruptcy Event” means, with respect to a specified person, (i) the
filing by such person in any court or agency, pursuant to any statute or regulation of
any state or country, a petition in bankruptcy or insolvency or for reorganization or
for an the appointment of a receiver or trustee of such other Party or of its assets,
(ii) the filing against such person of an involuntary petition for any bankruptcy or
insolvency proceeding which petition is not dismissed within sixty (60) days after
filing, (iii) the making by such person of an assignment for the benefit of its
creditors, (iv) the taking of possession of a substantial part of the assets of such
person by a lien holder or other encumbrancer, or (v) the levy or enforcement of





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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED

WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.





	 	 	 	any
distress, execution or other process upon or against a substantial part of the assets
of such person.
	 
	 	1.2	 	“cGMP” means then current Good Manufacturing Practices.
	 
	 	1.3	 	“Company Indemnitee” has the meaning set forth in Section 8.2.
	 
	 	1.4	 	“Defect” or “Defective” means any non-conformance with the
Specifications or the existence of any impurity, contaminant or any other defect that
renders the Products unfit for human use.
	 
	 	1.5	 	“Effective Date” means the date on which the condition precedent set
forth in Article 11 is first satisfied.
	 
	 	1.6	 	“First Commercial Sale” means the first sale for monetary value for use
or consumption by the general public of the Novavax Products in India.
	 
	 	1.7	 	“Fully-Loaded Cost” means the direct costs and expenses for
manufacturing the Products (including quality assurance/quality control charges and
including escalation costs, if any), and indirect costs that are reasonably
attributable and fairly allocable to the manufacture of Product reasonably determined
by Novavax’s internal accounting in accordance with United States generally accepted
accounting practices.
	 
	 	1.8	 	“Indeminitee” means a Company Indemnitee or Novavax Indemnitee, as
applicable.
	 
	 	1.9	 	“Indemnitor” means Company or Novavax, as applicable.
	 
	 	1.10	 	“Joint Venture Agreement” has the meaning set forth in the Recitals.
	 
	 	1.11	 	“Laws” means all (a) applicable laws, statutes, rules, regulations,
ordinances and other pronouncements having the effect of law of the United States and
India; and (b) any guideline or directive of the World Health Organization or other
applicable non-governmental agency.
	 
	 	1.12	 	“License” has the meaning set forth in the Recitals.
	 
	 	1.13	 	“Losses” has the meaning set forth in Section 8.1.
	 
	 	1.14	 	“Manufacturing Facility” means the manufacturing facility or
facilities of Novavax used to manufacture the Products.
	 
	 	1.15	 	“Novavax Indemnitee” has the meaning set forth in Section 8.1.
	 
	 	1.16	 	“Novavax Products” has the meaning set forth in the Joint Venture
Agreement.




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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED

WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.





	 	1.17	 	“Novavax Seasonal Product” means the Seasonal Influenza Licensed
Product as defined in the License.
	 
	 	1.18	 	“Order Requirements” has the meaning set forth in Section 3.2.
	 
	 	1.19	 	“Products” means Novavax’s pre-clinical and clinical supplies of the
Novavax Seasonal Product which conform to the Specifications.
	 
	 	1.20	 	“Purchase Order” has the meaning set forth in Section 3.2.
	 
	 	1.21	 	“Specifications” means Novavax’s standard specifications and
manufacturing criteria for the Products (consistent with cGMP), a written copy of which
shall be provided by Novavax to the Company within thirty (30) days after the Effective
Date, as amended from time to time by mutual written agreement of the Parties.
	 
	 	1.22	 	“Third Party” means a person or entity other than (a) Novavax, (b)
Company, (c) an Affiliate of Novavax or (d) an Affiliate of Company
	 
	 	1.23	 	“Transfer Price” has the meaning set forth in Section 4.1.






	2.	 	Manufacture and Supply.






	 	2.1	 	General Obligations. Novavax shall sell to Company, and Company shall purchase
from Novavax, the Products in accordance with the terms and conditions of this
Agreement.
	 
	 	2.2	 	Manufacturing Standards. All Products supplied by Novavax to Company will be
manufactured in accordance with any applicable Laws including, without limitation, cGMP
and any requirements set forth herein.






	3.	 	Product Supply, Orders and Delivery.






	 	3.1	 	Purchase Orders. Purchase and delivery of the Products shall be made pursuant
to written or electronic individual purchase orders issued by Company to Novavax (each
a “Purchase Order”). Company shall submit such Purchase Orders to Novavax as
far in advance as reasonably practicable, but in any event not less than twelve (12)
weeks in advance of the delivery date(s) requested in such Purchase Order. A Purchase
Order shall be deemed to be accepted by Novavax when Novavax returns a written or
electronic order acknowledgement to Company. Novavax shall promptly return a written
or electronic order acknowledgement to Company for each Purchase Order received unless
Novavax will be unable to timely meet Company’s requirement for Product as set forth in
the applicable Purchase Order. Purchase Orders shall specify quantities ordered,
delivery dates, and delivery and shipping instructions. Inconsistencies between a
Purchase Order and this Agreement shall be resolved in favor of this Agreement.






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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED

WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.





	 	 	 	Company acknowledges that Novavax may be prevented from meeting a delivery date
and/or order quantity set forth in a Purchase Order (the “Order
Requirements”) as a result of the Manufacturing Facility production schedule,
and in such event Novavax will use commercially reasonable efforts to meet the Order
Requirements at such time as the Manufacturing Facility production schedule
reasonably permits. If Novavax anticipates that it will be unable to meet Order
Requirements for a reason other than the Manufacturing Facility production schedule,
Novavax will notify Company immediately of such inability, and the Parties will
negotiate in good faith a new mutually acceptable delivery date and/or quantity.
	 
	 	3.2	 	Certificate of Analysis. Novavax shall deliver with each shipment a
certificate of analysis consistent with cGMP executed by an authorized representative
of Novavax, accompanied by a statement that the Products were manufactured according to
the Specifications.
	 
	 	3.3	 	Delivery. The Products shall be packaged according to the Specifications and
supplied FCA (Incoterms 2000) the Manufacturing Facility. Insurance on Products in
transit shall be the responsibility of Company and Company shall be responsible for
clearing the Products for import into India. Novavax shall provide any assistance
reasonably requested by Company to clear the Products for import into India at
Company’s expense. Company agrees to designate a carrier prior to or at the time of
entry of each Purchase Order hereunder; however, if Company fails to designate a
carrier prior to or on its purchase order, Novavax may select a carrier for the account
and risk of Company.






	4.	 	Price and Payment.






	 	4.1	 	Price. The price at which the Products will be sold to Company by Novavax
hereunder will be 110% of the Fully-Loaded Cost therefore (the “Transfer
Price”). Novavax will include with each shipment of Product an invoice setting
forth the Transfer Price for the Product in the shipment.
	 
	 	4.2	 	Payment. Payment shall be due to Novavax thirty (30) days after Company’s
receipt of the Products.
	 
	 	4.3	 	Books and Records. Novavax will keep accurate books and accounts of record in
connection with its manufacture of Products in sufficient detail to permit verification
of the Fully-Loaded Cost and the Transfer Price for Product purchased by Company as set
forth in this Article 4. Novavax will maintain its records for the sale of Products
for a period of three (3) years from the end of each year in which such sales occurred.
	 
	 	4.4	 	Audits. Company, at its expense, through an internationally recognized,
independent accountant reasonably acceptable to Novavax, will have the right to




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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED

WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.





	 	 	 	access Novavax’s relevant books and records upon reasonable advanced notice once per
year for the sole purpose of verifying the Fully-Loaded Cost and the Transfer Price
for Product purchased by Company; such access will be conducted during Novavax’s
ordinary business hours, and the books and records for a given time period may only
be audited once. Said accountant will execute a confidentiality agreement with
Novavax in customary form and will only disclose to Company whether Novavax’s
invoices were accurate and if they were not, any information necessary to explain
the source of the inaccuracy. If such audit determines that Novavax charged Company
more than the amount properly owed in respect of any quarter, then Novavax will
reimburse Company any excess amount paid by Company within thirty (30) days of the
completion of the audit, and if the amount paid exceeds ten percent (10%) of the
amount actually owed over the audited period, Novavax will also reimburse Company
for the reasonable costs of such audit (including the fees and expenses of the
certified public accountant). In the event such audit determines that Novavax
charged Company less than the amount properly owed in respect of any quarter, then
Company will pay Novavax any such difference within thirty (30) days of the
completion of the audit.






	5.	 	Quality, Inspections & Returns.






	 	5.1	 	Quality. All Products manufactured under this Agreement shall be manufactured
in accordance with applicable Laws including, without limitation, cGMP and the
Specifications and shall conform, when delivered, to the Specifications.
	 
	 	5.2	 	Defective and Nonconforming Products.






	 	(a)	 	Except in the case of latent Defects, claims for Defective or
nonconforming Products shall be made to Novavax as soon as practicable after
discovery, but in any event no later than forty-five (45) days after receipt.
Claims for latent Defects shall be made within thirty (30) days of discovery of
the latent Defect. Company’s reasonable belief that a Product is Defective or
nonconforming accompanied by sufficient evidence to reasonably demonstrate that
the Products are Defective or does not conform to the Specifications shall
serve as the basis for such claims.
	 
	 	(b)	 	If Novavax agrees with Company’s determination that that the
Products do not satisfy the Specifications (or such a determination of
non-satisfaction is made in accordance with (c) below), Novavax will, at
Novavax’s election, either replace the Products or credit and refund the amount
billed and paid by Company for the Products, including shipping costs.
	 
	 	(c)	 	If Novavax disagrees with Company’s determination that the
Products do not satisfy the Specifications, the Products in question shall be
submitted





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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED

WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.





	 	 	 	to a mutually acceptable Third Party laboratory, which shall determine
whether such Products meet the Specifications. The Parties agree that such
Third Party laboratory’s determination shall be final and determinative.
The Party against whom the Third Party laboratory rules shall bear the
reasonable costs of the Third Party testing.






	 	5.3	 	Recall. In the event of complaints regarding the Products, Company shall
promptly notify Novavax and Novavax shall investigate and shall inform Company within
thirty (30) days of the steps taken relating to the complaint. In the event of any
recall of any Product recommended or ordered by any governmental authority, or any
recall to which both parties agree in writing, Company will perform the recall
following Company’s standard operating procedures, and the reasonable documented costs
thereof will be borne by Novavax if the recall is the fault of Novavax or by Company if
the recall is the fault of Company. Novavax or Company, as the case may be, will
promptly upon demand reimburse the other in connection therewith.






	6.	 	Novavax’s Warranty. Novavax warrants to Company that the Products, at the time of
shipment to Company (i) will be manufactured in accordance with cGMP; (ii) will be in
compliance with the Specifications and (iii) will be free from Defects. THE WARRANTIES SET
FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY
OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
	 
	7.	 	Mutual Representations. Each of Novavax and Company hereby represents, warrants and
covenants to the other as of the Execution Date that:






	 	7.1	 	it has full corporate power and authority to enter into this Agreement and to
carry out the provisions hereof, and this Agreement is legally binding upon it and
enforceable in accordance with its terms;
	 
	 	7.2	 	the execution, delivery and performance of this Agreement by it does not
conflict with any agreement, instrument or understanding, oral or written, to which it
is a party or by which it may be bound, nor violate any Law of any governmental
authority having jurisdiction over it; and
	 
	 	7.3	 	all necessary consents, approvals and authorizations of all governmental
authorities and other persons required to be obtained by such Party to enter into, or
perform its obligations under, this Agreement have been obtained.






	8.	 	Indemnification.






	 	8.1	 	Indemnification by Company. Company will indemnify, defend and hold harmless
Novavax, its affiliates, directors, officers, and employees (each a




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WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.





	 	 	 	“Novavax Indemnitee”) from and against any and all liability, loss, damage
or expense (including without limitation reasonable attorneys fees) it may suffer as
the result of Third Party claims, demands, actions and proceedings brought against
it (collectively, “Losses”) to the extent such Losses result from the use of
the Products by Company or any human subject in a clinical trial, or which arise out
of Company’s making, testing, using or selling products or processes incorporating
the Products; except to the extent that Novavax is obligated to indemnify Company as
provided below.
	 
	 	8.2	 	Indemnification by Novavax. Novavax will indemnify, defend and hold harmless
Company, its affiliates, directors, officers, and employees (each a “Company
Indemnitee”) from and against any and all Losses which arise out of the gross
negligence, willful misconduct or breach of a covenant, representation or warranty in
this Agreement by Novavax, its affiliates or employees.
	 
	 	8.3	 	Procedures. Indemnitor’s agreement to indemnify, defend and hold harmless an
Indemnitee is conditioned on Indemnitee (a) providing prompt written notice of any
claim giving rise to an indemnification obligation hereunder but only if a failure to
so notify causes prejudicial harm to the Indemnitor’s ability to defend, (b) permitting
Indemnitor to assume full responsibility to investigate, prepare for and defend against
any such claim, (c) providing reasonable assistance in the defense of such claim at
Indemnitor’s reasonable expense, and (d) not compromising or settling such claim
without Indemnitor’s advance written consent.
	 
	 	8.4	 	Insurance. The Parties each agree to furnish to the other at any time promptly
upon request all certificates or memoranda of insurance which are maintained to insure
against any loss, damage or action which may arise out of, relate to or be caused by
the Products, the containers or labeling thereof, or the Specifications thereto.






	9.	 	Confidentiality.





     The Parties anticipate that under this Agreement each Party will provide confidential and/or
proprietary information to the other Party and that the use and disclosure of such information
shall be governed by Article 18 of the Joint Venture Agreement which is hereby incorporated by
reference.




	10.	 	Limitation of Liability.





     NEITHER PARTY NOR ITS RESPECTIVE AFFILIATES WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,
EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY,
TORT, STRICT LIABILITY OR OTHERWISE.



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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED

WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.





	11.	 	Condition Precedent.





     This Agreement, including the obligations and benefits herein, shall only become effective if,
and shall automatically become effective upon, satisfaction of the following condition precedent;
provided that such condition is satisfied before [* * *]:



     Obtain the approval of the Foreign Investment Promotion Board for the issuance to Novavax of
[* * *] shares of Company.



     If the foregoing occurs before [* * *], the first Party receiving documented evidence thereof
shall notify the other and include in such notice the date thereof which date shall thereupon be
the Effective Date hereunder.




	12.	 	Term and Termination.






	 	12.1	 	Term. The term of this Agreement shall commence on the Effective Date and
continue in effect until the earlier of (i) the first date when Company’s own
manufacturing facility is capable of manufacturing, and fully licensed to manufacture,
all Novavax Products supplied hereunder; or (ii) the date of the First Commercial Sale,
unless terminated earlier under Section 12.2. Shipments made prior to
termination and received by Company subsequent to termination shall conform to this
Agreement.
	 
	 	12.2	 	Termination.






	 	(a)	 	Termination by Novavax. Novavax shall have the right
to terminate this Agreement upon the happening of any of the following events:






	 	(i)	 	Company is in material breach of or default
under this Agreement of payment obligation of a material amount and has
not cured such breach or default within thirty (30) days after written
notice from Novavax to Company specifying the nature of such breach or
default;
	 
	 	(ii)	 	Company is in material breach of or default
under this Agreement other than any payment obligation referred to in
clause (i) above and has not cured such breach or default within ninety
(90) days after written notice from Novavax to Company specifying the
nature of such breach or default;
	 
	 	(iii)	 	Immediately upon notice to Company if a
Bankruptcy Event occurs with respect to Company; and
	 
	 	(iv)	 	Upon termination of the Joint Venture
Agreement.




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WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.





	 	(b)	 	Termination by Company. Company may terminate this
Agreement for any reason or no reason upon sixty (60) days prior written notice
from Company to Novavax.
	 
	 	(c)	 	Termination Upon Termination of the Joint Venture
Agreement. This Agreement will terminate automatically if Novavax
terminates the Joint Venture Agreement by providing a Notice of Termination
under and pursuant to Section 11.2 of the Joint Venture Agreement






	 	12.3	 	Effect of Termination. Termination of this Agreement shall not release either
Party from fulfilling any obligations it may have incurred prior to such termination
except that Novavax shall not be obligated to complete deliveries in the event of an
uncured material breach by Company. This Section 12.3 and Articles 5, 6, 8, and 13
shall survive termination or expiration of this Agreement.






	13.	 	Miscellaneous.






	 	13.1	 	Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of India.
	 
	 	13.2	 	Dispute Resolution. Any dispute arising between the Parties out of or in
connection with the implementation or interpretation of this Agreement shall, if not
settled amicably within ninety (90) days from the date that the dispute arose, be
finally settled by three (3) arbitrators. Each Party shall be entitled to appoint one
(1) arbitrator and the two (2) so appointed shall appoint the third arbitrator in
accordance with the Indian Arbitration and Conciliation Act, 1996. It is hereby agreed
that Part I of the Indian Arbitration and Conciliation Act, 1996 shall not apply to the
arbitration under this Agreement. The language of the arbitration proceedings shall be
English and its place shall be Singapore. The arbitral award or determination shall be
final and subject to no appeal and shall deal with the question of costs of arbitration
and all matters related thereto.
	 
	 	 	 	The Parties agree that it would be impossible or inadequate to measure and calculate
their damages from any breach of the Agreement though great and irreparable.
Accordingly, each Party agrees that if the other Party breaches this Agreement, the
non-breaching party will have available, in addition to any other right or remedy
available, the right to obtain an injunction from a court of competent jurisdiction
restraining such breach or threatened breach and specific performance of any
provision of this Agreement.
	 
	 	13.3	 	Force Majeure. Neither party will be responsible for delays or failures in
performance resulting from causes beyond the reasonable control of such party (except
for any delay or failure to pay amounts due hereunder), including without limitation
fire, explosion, flood, war, strike, or riot, provided that the nonperforming party
uses commercially reasonable efforts to avoid or remove





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	 	 	 	such causes of nonperformance and continues performance under this Agreement with
reasonable dispatch whenever such causes are removed. Either party shall have the
right to immediately terminate this Agreement should such force majeure event
continue for more than ninety (90) days.
	 
	 	13.4	 	Notices. Any notice, request, demand, waiver, consent, approval or other
communication permitted or required under this Agreement (“Notice”) will be in writing,
will refer specifically to this Agreement and will be deemed given only if sent by
electronic mail (with receipt confirmed), facsimile transmission (with transmission
confirmed) or by an internationally recognized delivery service that maintains records
of delivery, addressed to the Parties at their respective addresses specified in this
Section 13.4 or to such other address as the Party to whom notice is to be given may
have provided to the other Party in accordance with this Section 13.4. Any notice
delivered by electronic mail or facsimile will be confirmed by a hard copy delivered as
soon as practicable thereafter by an internationally recognized overnight delivery
service. Such Notice will be deemed to have been given on the second Business Day (at
the place of delivery) after deposit with an internationally recognized delivery
service. This Section 13.4 is not intended to govern the day-to-day business
communications necessary between the Parties in performing their obligations under the
terms of this Agreement.





	 	 	 	 	 
	 

	 	If to Novavax:
	 	Novavax, Inc.
	 

	 	 	 	9920 Belward Campus Drive
	 

	 	 	 	Rockville, Maryland 20850
	 

	 	 	 	Attn: Ray Hage, Senior Vice President
	 

	 	 	 	Email: Rhage@Novavax.com
	 

	 	 	 	Facsimile No.: 240-268-2122
	 
	 	 	 	 
	 

	 	If to Company:
	 	CPL Biologicals Limited
	 

	 	 	 	Cadila Corporate Campus
	 

	 	 	 	Sarkhej-Dholka Road
	 

	 	 	 	Bhat, Ahmedabad – 382210
	 

	 	 	 	Gujarat, India
	 

	 	 	 	Attn: Dr. Rajiv I. Modi, Managing Director
	 

	 	 	 	Email: rimodi@cadilapharma.co.in
	 

	 	 	 	Facsimile No.: +91 (02718) 225031







	 	13.5	 	Third Party Contractors. The Parties will perform their obligations under this
Agreement as Third Party contractors and nothing contained in this Agreement will be
construed to be inconsistent with such relationship or status. This Agreement will not
constitute, create or in any way be interpreted as a joint venture or partnership of
any kind.




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CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED

WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.





	 	13.6	 	Headings. The headings for each article and section in this Agreement have
been inserted for convenience of reference only and are not intended to limit or expand
on the meaning of the language contained in the particular article or section.
	 
	 	13.7	 	No Strict Construction. This Agreement has been prepared jointly and will not
be strictly construed against either Party.
	 
	 	13.8	 	Ambiguities. Ambiguities and uncertainties in this Agreement, if any, will not
be interpreted against either Party, irrespective of which Party may be deemed to have
caused the ambiguity or uncertainty to exist.
	 
	 	13.9	 	English Language. All notices required or permitted to be given hereunder, and
all written, electronic, oral or other communications between the Parties regarding
this Agreement will be in the English language. This Agreement is in the English
language only, which language will be controlling in all respects, and all versions
hereof in any other language will be for accommodation only and will not be binding
upon the Parties.
	 
	 	13.10	 	Amendment and Waiver. No amendment or waiver of any provision of this
Agreement, and no consent to any departure therefrom, shall be effective unless the
same shall be in writing and signed by an authorized representative of each Party, and
such waiver or consent shall be effective only for the specific purpose for which it is
given. No failure on the part of a Party to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies provided for in this Agreement are
cumulative and are not exclusive of any remedies provided for by law.
	 
	 	13.11	 	Severability. If any of the provisions of this Agreement are found to be
inconsistent with, or void under, applicable laws, the validity of the remaining
provisions shall not thereby be affected. In such a case the Parties shall
re-negotiate the ineffective provision in good faith in order to replace it with a
provision affording the same rights, obligations and economic benefits to the Parties
as the ineffective provision.
	 
	 	13.12	 	Entire Agreement. This Agreement and the documents executed and delivered on
the date hereof pursuant hereto or in connection herewith, contain the entire agreement
among the Parties with respect to the matters addressed herein and therein and
supersede all prior representations, inducements, promises or agreements, oral or
otherwise, which are not embodied herein or therein.
	 
	 	13.13	 	Assignment.




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	 	(a)	 	Novavax may not assign this Agreement, in whole or in part,
without the advance written consent of the Company; provided, however, that
this Agreement shall be automatically assigned to Novavax’s successor in
connection with the acquisition, merger or sale of Novavax or the sale,
transfer, lease, assignment or disposal of all or substantially all of the
property or assets of Novavax, whether by way of a single transaction or a
series of related transactions, and such successor shall be fully bound by the
terms and conditions hereof.
	 
	 	(b)	 	The Company may not assign this Agreement, in whole or in part,
without the advance written consent of Novavax; provided, however, that this
Agreement shall be automatically assigned to the Company’s successor in
connection with the sale, transfer, lease, assignment or disposal of all or
substantially all of the property or assets of the Company, whether by way of a
single transaction or a series of related transactions, including a Change in
Control of the Company (as that term is defined in Schedule II of the Joint
Venture Agreement), and such successor shall be fully bound by the terms and
conditions hereof; provided that any such automatic assignment by Company
within the scope of Schedule II of the Joint Venture Agreement shall only be
effective if such transaction was approved by Novavax under and pursuant to the
Joint Venture Agreement for so long as such approval rights of Novavax under
the Joint Venture Agreement have not been terminated.
	 
	 	(c)	 	Any assignment or purported assignment by either Party in
violation of this Section 13.13 will be null and void.






	 	13.14	 	Expenses. Except for the Transfer Price payments, each of the Parties hereto
will bear all costs, charges and expenses incurred by such Party in connection with
this Agreement and the consummation of the transactions contemplated herein.
	 
	 	13.15	 	Counterparts. This Agreement may be executed in one or more identical
counterparts, each of which will be deemed to be an original, and which collectively
will be deemed to be one and the same instrument.





[Signature Page to Follow]




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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED

WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.




     In Witness Whereof, the Parties have by duly authorized persons executed this Supply
Agreement as of the Execution Date.



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Novavax, Inc.	 	CPL Biologicals Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Rahul Singhvi
 

Rahul Singhvi
	 	By:
	 	/s/ Rajiv I. Modi
 

Rajiv I. Modi
	 	 
	 

	 	President and CEO
	 	 	 	Managing Director	 	 






[Signature Page to Supply Agreement]