exv10w6






     Exhibit 10.6



SECOND AMENDMENT TO LEASE AGREEMENT




     THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is entered into as
of this 26th day of June, 2008 (the “Execution Date”), by and between BMR-9920
BELWARD CAMPUS Q LLC, a Rhode Island limited liability company (“Landlord,” f.k.a. GP Rock
One, L.L.C.), and NOVAVAX, INC., a Delaware corporation (“Tenant”).



RECITALS




     A. WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated as of May 7,
2007, as amended by that certain First Amendment to Lease (the “First Amendment”) dated as
of May 30, 2008 (as the same may have been amended, supplemented or otherwise modified from time
to time, collectively, the “Lease”), whereby Tenant leases certain premises (the
“Premises”) from Landlord at 9920 Belward Campus Drive in Rockville, Maryland (the
“Building”);



     B. WHEREAS, Tenant has performed certain Alterations to the Premises;



     C. WHEREAS, Landlord and Tenant desire to modify the Lease Term; and



     D. WHEREAS, Landlord and Tenant desire to modify and amend the Lease only in the respects and
on the conditions hereinafter stated.



AGREEMENT




     NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, agree as follows:



     1. Definitions. For purposes of this Second Amendment, capitalized terms shall
have
the meanings ascribed to them in the Lease unless otherwise defined herein.



     2. Lease Term. Section 2 of the First Amendment is hereby deleted in its
entirety. The parties hereby agree that the Lease Term commenced on January 1, 2007 and, unless
earlier terminated, the Lease Term shall expire on January 31, 2017. The period from June 27,
2008 through January 31, 2017, is referred to herein as the “Remaining Term.”



     3. Rent. Base Rent for the Remaining Term, calculated in accordance with Section
5 of this Second Amendment, shall increase in accordance with Section 2.C of the
Lease.



     4. Allowance for Alterations. Section 3 of the First Amendment is hereby
deleted in its entirety and replaced with the following:



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          a. Landlord shall reimburse Tenant for up to Three Million Dollars ($3,000,000) (the
“Allowance”) for Tenant’s construction of Alterations, to the extent completed in
conformity with the Lease, Tenant’s permitted use and applicable laws. The Allowance may be
applied to the costs of (i) construction and installation of HVAC, (ii) space planning,
architect, engineering and other related services performed by third parties unaffiliated with
Tenant, (iii) building permits and
other taxes, fees, charges and levies by governmental authorities for permits or for inspections of
the Alterations, and (iv) costs and expenses for labor, material, equipment and fixtures. In no
event shall the Allowance be used for (v) the cost of work that is not authorized by plans approved
in writing by Landlord, (w) payments to Tenant or any affiliates of Tenant, (x) the purchase of any
furniture, personal property or other non-building system equipment, (y) costs resulting from any
default by Tenant of its obligations under the Lease or (z) costs that are recoverable by Tenant
from a third party (e.g., insurers, warrantors, or tortfeasors). Landlord acknowledges that it has
reviewed and approved the following construction documents: interior renovation drawings prepared
by Jacobs Engineering dated August 24, 2007, consisting of fifteen (15) drawing sheets.




          b. Provided Tenant delivers the following documentation to Landlord by June 26,
2008, the entire amount of the Allowance shall be paid to Tenant on June 27, 2008:





	 	(i)	 	a statement (an “Advance Request”)
requesting the total amount of the Allowance be disbursed to Tenant;
	 
	 	(ii)	 	a summary of the Alterations performed using
AIA standard form Application for Payment (G 702) executed by the general
contractor;
	 
	 	(iii)	 	lien releases from the general contractor and
each subcontractor and material supplier with respect to the Alterations
performed that correspond to the Advance Request;
	 
	 	(iv)	 	a certificate of occupancy for the Premises
suitable for the permitted use;
	 
	 	(v)	 	and a Certificate of Substantial Completion in the
form of the American Institute of Architects document G704, executed by
the project architect and the general contractor.





     5. Base Rent. Commencing on June 27, 2008, each monthly installment of Base Rent
shall be increased to include an amount equal to the monthly payment necessary to amortize the
entire amount of the Allowance over the Remaining Term, at a rate of eleven percent (11%).
Commencing on July 1, 2008, and on each subsequent day on which Base Rent is due during the
Remaining Term, Tenant shall pay the Base Rent amount as adjusted pursuant to this Section 5, which amount shall be further adjusted in accordance with Section 2.C of the Lease.
Furthermore, on July 1, 2008, Tenant shall pay the underpayment of the adjusted Base Rent for the
period from June 27, 2008-June 30, 2008.



     6. Condition of Premises. Tenant acknowledges that (a) it is in possession of and is
fully familiar with the condition of the Premises and, notwithstanding anything contained in the
Lease or this Second Amendment to the contrary, agrees to take the same in its condition “as is”
as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise
prepare
the Premises for Tenant’s continued occupancy or to pay for any improvements to the Premises,
except for the Allowance.



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     7. Broker. Tenant represents and warrants that it has not dealt with any broker or
agent in the negotiation for or the obtaining of this Second Amendment and agrees to indemnify,
defend and hold Landlord harmless from any and all cost or liability for compensation claimed by
any such broker or agent employed or engaged by it or claiming to have been employed or engaged by
it.



     8. No Default. Each party represents, warrants and covenants that, to the best of its
knowledge, neither Landlord nor Tenant is in default of any of its respective obligations under the
Lease and no event has occurred that, with the passage of time or the giving of notice (or both)
would constitute a default by either Landlord or Tenant thereunder.



     9. Effect of Second Amendment. Except as modified by this Second Amendment, the Lease
and all the covenants, agreements, terms, provisions and conditions thereof shall remain in full
force and effect and are hereby ratified and affirmed. The covenants, agreements, terms, provisions
and conditions contained in this Second Amendment shall bind and inure to the benefit of the
parties hereto and their respective successors and, except as otherwise provided in the Lease,
their respective assigns. In the event of any conflict between the terms contained in this Second
Amendment and the Lease, the terms herein contained shall supersede and control the obligations and
liabilities of the parties. From and after the Execution Date, the term “Lease” as used in the
Lease shall mean the Lease, as modified by this Second Amendment.



     10. Miscellaneous. This Second Amendment becomes effective only upon execution and
delivery hereof by Landlord and Tenant. The captions of the paragraphs and subparagraphs in this
Second Amendment are inserted and included solely for convenience and shall not be considered or
given any effect in construing the provisions hereof. All exhibits hereto are incorporated herein
by reference.



     11. Counterparts. This Second Amendment may be executed in one or more counterparts
that, when taken together, shall constitute one original.



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     IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands as of the date and year
first above written, and acknowledge that they possess the requisite authority to enter into this
transaction and to execute this Second Amendment.



	 	 	 	 	 
	LANDLORD:



BMR-9920 BELWARD CAMPUS Q LLC, 
a Rhode
Island limited liability company

 	 	 
	By:  	/s/ Gary A. Kreitzer
 	 	 
	 	Name:  	Gary A. Kreitzer 	 	 
	 	Title:  	Executive V.P. 	 	 
	 



	 	 	 	 	 
	TENANT:



NOVAVAX, INC.,

a Delaware corporation

 	 
	By:  	/s/ L. Stigliano
 	 	 
	 	Name:  	L. Stigliano 	 	 
	 	Title:  	VP, CFO