Exhibit 10.2


 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.


 


Execution Version


  


GLOBAL ACCESS COMMITMENTS AGREEMENT


GRANT AGREEMENT OPP1127647


 


This Global Access Commitments Agreement
(including all appendices, exhibits and attachments hereto, this “GACA”), is entered into as of date of last
signature below (“Effective Date”) by and between the Bill and Melinda Gates Foundation, a Washington Charitable
Trust (the “Foundation”) and Novavax, Inc., a Delaware corporation based in Maryland (“Novavax”
or the “Company”) in connection with the Foundation making a charitable grant of up to eighty nine million,
eighty three thousand three hundred twelve U.S. dollars ($89,083,312.00) to Company (the “Grant”) and
is subject to the terms and conditions of the Grant Agreement and related documents, including but not limited to this GACA. Each
of the parties named above may be referred to herein as a “Party” and collectively as the “Parties”.
Capitalized terms not defined herein shall have the same meaning as in the Grant Agreement. In consideration of the Foundation
making the grant on the terms and conditions in the Grant Agreement and herein, and for other good and valuable consideration,
the undersigned hereby irrevocably agree as follows:


 


1.           Charitable
Purpose and Use of Funds


 


The Foundation’s primary purpose
in making the Grant to Company is to further significantly the accomplishment of the Foundation’s charitable purposes, including
its support of the research and development of drugs, vaccines and diagnostics to address diseases that have a disproportionate
impact on people within developing countries. More specifically, the purpose of the Grant is to support development (including
the Phase 3 Clinical Trial) of an affordably-priced RSV vaccine for use in maternal immunization to provide RSV protection to infants
in Developing Countries and other low income countries including as reflected herein and in Company’s proposal submitted
to the Foundation together with other documentation provided to or made available to the Foundation prior to or after submission
of the grant proposal and documents related to the Project (as defined in the Grant Agreement).


 


Company understands and acknowledges
that a primary organizational objective of the Foundation is to support development of an affordably-priced RSV vaccine for use
in maternal immunization to provide RSV protection to infants in Developing Countries and as otherwise agreed in this GACA further
defines the specific Global Access commitments of Company.


 


2.           Definitions


 


The following terms shall have the following meanings:


 


(a)          “Affiliate”
means, as to any Person, any other Person that directly or indirectly controls, or is under common control with or is controlled
by such Person.


 


(b)          “Aggregate
Minimum Supply” means [**] Doses.


 


(c)          “Annual
Minimum Supply” has the meaning set forth in Section 3(d)(iii).


 




    	 	1	 



     


    

 

[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.






 








(d)          “Change
in Control” means (i) the acquisition after the date of this GACA, directly or indirectly, by any Person or group (within
the meaning of Section 13(d)(3) of the Exchange Act) of the beneficial ownership of securities of Company possessing more than
50% of the total combined voting power of all outstanding voting securities of Company; (ii) a merger, consolidation or other similar
transaction involving Company, except for a transaction in which the holders of the outstanding voting securities of Company immediately
prior to such merger, consolidation or other transaction hold, in the aggregate, securities possessing more than 50% of the total
combined voting power of all outstanding voting securities of the surviving entity immediately after such merger, consolidation
or other transaction; or (iii) the sale, transfer or other disposition (in one transaction or a series of related transactions)
of all or substantially all of the assets of Company.


 


(e)          “Charitability
Default” has the meaning set forth in Section 6(a).


 


(f)          “Charitable
Purpose” has the meaning set forth in the Grant Agreement.


 


(g)          “Cure
Period” has the meaning set forth in Section 6.


 


(h)          “cGMPs”
means the then-current standards for good manufacturing practices as promulgated under applicable laws, including the standards
of good manufacturing practices in the United States, as promulgated under 21 CFR Parts 210 and 211 as issued by the United States
Food and Drug Administration (“FDA”), and all applicable regulations promulgated by a relevant foreign regulatory agency
akin to the FDA.


 


(i)          
“Developed Countries” means the countries (each a “Developed Country”) that are not listed
in Appendix A.


 


(j)          “Developing
Countries” means the countries (each a “Developing Country”) listed on Appendix A as Developing
Countries.


 


(k)          “Dose”
(or “Doses” as applicable) means the amount of Released Product required for single administration
of vaccine regardless of where such Released Product is filled, finished, packaged and/or labeled including at one or more different
sites by the Company (or by any contract manufacturing organization (CMO) of Company).


 


(l)          “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


 


(m)        “Extended
Term” has the meaning in Section 3(d)(v).


 


(n)          “Global
Access Commitments” has the meaning set forth in Section 3.


 


(o)          “Global
Access License” has the meaning set forth in Section 6.


 




    	 	2	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


(p)          “Grant
Agreement” means the Grant Agreement between Company and the Foundation of even date herewith, to which this GACA is
an Appendix.


 


(q)          “IPDP”
means Integrated Product Development Plan dated as of May 29, 2015 and referenced in the Grant Agreement or as otherwise updated
and mutually agreed by the parties.


 


(r)          “Maternal
Immunization” means a use for the Product for immunization of pregnant women to prevent severe RSV disease in newborns
and infants pursuant to the Minimum TPP.


 


(s)          “Minimum
TPP” means the minimum target product profile described in Appendix B.


 


(t)          “Person”
means any individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated organization
or other entity.


 


(u)          “Phase
3 Clinical Trial” means the Phase 3 clinical trial described in the IPDP conducted on a global basis to demonstrate efficacy
of the Product for Maternal Immunization.


 


(v)         “Price
Commitment” has the meaning set forth in Section 3(c).


 


(w)          “Product”
means the Respiratory Syncytial Virus (RSV) fusion (F) recombinant nanoparticle vaccine (including but not limited to candidate
# BV683 or any subsequent modification or alternative version thereof) regardless of whether such vaccine is presented with or
without Aluminum (or other adjuvant) and regardless of the dose of Aluminum (or adjuvant) used. Unless otherwise specified reference
to the term “Product” shall include “Released Product” as defined below.


 


(x)          “Public
Sector Purchaser” means procurement agent of any of the following entities: 



Gavi, the Vaccine Alliance (“Gavi”);


 


The United Nations Children's Fund (“UNICEF”);




The World Health Organization (“WHO”);


 


Any other United Nations agency;


 


Governments in Developing Countries,
including government ministries and agencies, together with government-funded institutions, such as hospitals, clinics and prison
services;


 


NGOs including those recognized
by the applicable local government ministry and UN-related organizations working for or in Developing Countries, including International
Organization for Migration (IOM);


 


Not-for-profit organizations including
but not limited to Médecins Sans Frontières, Save-the- Children, PATH, OXFAM and the International Committee of the
Red Cross (ICRC);


 


Funding and/or procurement mechanisms
including GDF, UNITAID, UNFPA, PEPFAR, USAID, DFID, Global Fund, etc. and agencies based outside of a Developing Country but who
are supporting implementation and/or procurement to a Developing Country; and


 


Any global health finance mechanism
existing or arising during the Term or Extended Term that are applicable to one or more Developing Countries.


 




    	 	3	 



     


    

 

[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


(y)          “Released
Product” means Product that has met the Specifications set by Novavax and agreed upon by the relevant regulatory agency
with appropriate jurisdiction, ensuring the Product has been manufactured, filled, finished, labeled & packed and is appropriate
for distribution and/or sale and administration to a human.


 


(z)          “Specifications”
means a list of tests, references to analytical procedures, and appropriate acceptance criteria which are numerical limits, ranges,
or other criteria for the tests described that set criteria to which Product at other stages of its manufacture should conform
to be considered acceptable for its intended use.


 


(aa)         “Term”
has the meaning in Section 4.


 


(bb)         “Total
Product Manufacturing Capacity” means the total Doses the Company manufactures on an annual basis for any RSV product,
either directly or through its CMO or Affiliates. The Company will forecast its manufacturing capacity on a rolling quarterly basis,
which forecast will be subsequently trued-up quarterly based on the Total Product Manufacturing Capacity.


 


(cc)         “Transfer”
has the meaning in Section 5.


 


(dd)         “Undemanded
Capacity” has the meaning in Section 3(d)(v).


 


(ee)         “[**]
Costs” means the costs incurred that are necessary to complete
production of Product [**] and are deemed to include [**].
For the avoidance of doubt, [**]Costs will not include [**].


 


(ff)         “Volume
Commitment” shall have the meaning described in Section 3(d).


 


(gg)         “WHOPQ”
means WHO prequalification of medicines.


 


3.           Global
Access Commitments


 


In furtherance of the Charitable Purpose,
Company agrees to the following “Global Access Commitments”:


 


(a)          Prompt
and Broad Dissemination of Knowledge and Information. Consistent with the Publication provisions of the Grant Agreement, Company
will use reasonable and diligent steps to


 


(i)          publish
(in a customary and reasonable manner as Company sees fit) information related to the Phase 3 Clinical Trial under the Project,
which shall include:


 




    	 	4	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


(A)         prospective
registration of clinical trials on a WHO compliant clinical trial registry (e.g., www.who.int/ictrp), with final clinical
trial results publicized within 12 months from the completion date of the trial in accordance with WHO reporting guidelines/recommendations;


 


(B)         publication
of status of each clinical trial conducted under the Project on clintrials.gov within the earlier of 12 months of completion of
each such clinical trial or the date imposed or specified by applicable law; and


 


(C)         publication
of final results of each clinical trial under the Project in one or more applicable peer reviewed open access journals within 12
months from the last subject last visit time point of any such clinical trial, consistent with the provisions in the Grant Agreement.
In the event of an inability to obtain peer reviewed publication, Company agrees to publish in manner that the Foundation determines
in its reasonable discretion satisfies the requirement that such research be published in a form that is “available to the
interested public” as described in Treasury Regulation 1.501(c)(3)- 1(d)(5)(iii)(c)(2) (the “Publication Requirement”).


 


(ii)         provide
to the Foundation (or as applicable in section 3(a)ii)(C), to a technology transfer recipient) with access to information as follows:


 


(A)         in
connection with any stage-gate review under the Grant or related to the Project, access to de-identified data and information regarding
the Project including anticipated Product approval timelines;


 


(B)         upon
the Foundation’s reasonable request (no more frequently than quarterly), access to de-identified data and information regarding
the Project including anticipated Product approval timelines; and


 


(C)         provide
the information and documentation as contemplated in the Technology Transfer provisions set forth in Section 6(d).


 


(b)          Availability
and Accessibility at Affordable Price to People in Developing Countries. Company will use reasonable and diligent steps to:


 


(i)          conduct
all clinical trials specified in the IPDP to meet the Minimum TPP and keep the Foundation promptly informed of any information
impacting the Product’s ability to meet the Minimum TPP thereunder or that is otherwise deemed to impact the Project or timelines
by three (3) months or more;


 


(ii)         obtain
and maintain the regulatory and Project expertise to support Company’s clinical, regulatory and development plans including
with respect to Developing Country plans and WHOPQ;


 


(iii)        conduct
activities set forth in the IPDP; meet specified timelines and criteria included in the IPDP; and keep the Foundation promptly
informed of any information impacting Company’s ability to meet such timelines or criteria by three (3) months or more;


 


(iv)        consider
utilizing WHO’s joint regulatory review mechanism for clinical trial approvals in Developing Countries provided always that
all regulatory activity decisions will be Company’s sole responsibility;


 


(v)         submit
an applicable dossier to WHO for WHOPQ of the Product for Maternal Immunization in Developing Countries by [**];


 


(vi)        develop
Total Product Manufacturing Capacity to a minimum of [**] Doses
of the Released Product by [**];


 






    	 	5	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


(vii)       keep
the Foundation promptly informed of the activities related to progress on the Project (including providing the Foundation with
information reasonably requested by the Foundation related to the Product, trials and deliberations of review committees) and Company’s
Global Access Commitments and consult with the Foundation in good faith in connection with Developing Country launch strategic
decisions, including by holding meetings with the Foundation no less often than once every three (3) months;


  


(viii)      consider
in good faith requests for donation of Released Product for Maternal Immunization by global health entities for demonstration studies/trials
or additional research studies/trials supporting regulatory approval and/or demand stimulation in Developing Countries, provided
however that Company’s provision of Released Product for such purposes shall not be deemed a first sale hereunder;


 


(ix)         promptly,
upon WHOPQ or any applicable regulatory approval for distribution of Released Products in a Developing Country for Maternal Immunization,
provide reasonable publicity of the availability of the Product for sale for Maternal Immunization in each applicable Developing
Country including to Public Sector Purchasers (regardless of the location of such Public Sector Purchaser, provided the Released
Product procured is intended for use in or distribution to the applicable Developing Country) and responding to tender offers applicable
to the Released Product for Maternal Immunization, subject to the Price Commitment outlined in Section 3(c) below;


 


(x)          promptly
upon WHOPQ, seek local Developing Country registration, to the extent such Developing Country participates, for Released Product
for Maternal Immunization through the WHO Collaborative Registration Procedure (CRP); and


 


(xi)         provide
the Product to applicable Public Sector Purchasers for Maternal Immunization in accordance with this GACA and any applicable laws
and regulations.


 


(xii)        pursue
applicable regulatory approval of Released Product for Maternal Immunization in those countries listed on Appendix A as “Additional
Countries” after WHOPQ, and, upon such approval, commit to make such Released Product available to Public Sector Purchasers
in such countries at a price per dose to be negotiated in good faith by the parties.


 


(c)          Price
Commitment.


 


(i)          Upon
WHOPQ, and in compliance with applicable laws and regulations, Company will offer and provide to Public Sector Purchasers the Aggregate
Minimum Supply at the Annual Minimum Supply (as set forth in section 3(d)) of the Released Product for Maternal Immunization in
the Developing Countries at a maximum price as reflected in Table A:


 


TABLE A


 


“Price
Commitment” is equal to the [**] Costs (as adjusted from
time to time under this section 3(c)) plus[**] mark-up but provided
always that such price does not exceed:


 


[**]
per Dose (USD) herein after the “[**]”


 


The
Parties acknowledge and agree that (1) the [**] described in Table
A above is based on principle assumptions about Novavax future manufacturing efficiencies at the time of WHOPQ as set forth on
Appendix C attached hereto and incorporated by reference herein, and (2) to the extent that actual results differ from such Appendix
C principal assumptions, then the Parties shall take such factors causing differing results into account and will thereafter adjust
such [**] pursuant to Section 3(c)(ii).


 




    	 	6	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.






 


(ii)         
Notwithstanding Table A, within three (3) months prior to the estimated date for WHOPQ, and unless otherwise agreed by the Parties,
at every third anniversary thereafter, coinciding with UNICEF tenders, the Parties shall, in good faith, discuss applicable adjustments
to the Price Commitment (whether upwards or downwards) to proportionately, fairly, and reasonably reflect the factors set forth
in Appendix C, including the impact on such factors caused by external or internal circumstances, including inflation, currency
fluctuations, efficiencies of scale, product demand and yield improvements. In preparation for considering any such price adjustment,
in the event that there are changes in [**] Costs that, in the
aggregate exceed [**] since the last calculation, then Company
shall provide to the Foundation an update to its [**] Costs consistent
with Appendix C and the Foundation’s COGS Principles and Assessment Methodology Handbook, at least sixty (60) days in advance
of such third anniversary and the Parties shall meet in good faith to discuss such changes within sixty (60) days after Company
provides the Foundation with such update. In the event of any conflict between Appendix C of this GACA and the Foundation’s
COGS Principles and Assessment Methodology Handbook, Appendix C of this GACA shall control. Upon agreement of the Parties to any
price adjustment (which shall be reflected in a signed writing by the parties), the applicable price adjustments shall become effective
within three (3) months after such written agreement or in time for the coinciding UNICEF tender, whichever is earlier. In the
event that the Parties are unable to agree on a revised Price Commitment, an independent third-party, with specific expertise in
assessing costs, [**], and with experience with vaccines, reasonably
acceptable to both Parties, shall be appointed to provide analysis of such potential adjustment upon the request of either Party
and the cost of such analysis shall be shared equally by the Parties. That analysis will be shared with Company and the Foundation
who will work together to resolve any adjustments to the Price Commitment. If there is no resolution within forty-five (45) days,
the matter will be referred to Company’s President/CEO and the Foundation’s President of Global Health (or the equivalent
in the event of any reorganization following which such position no longer exists). If these individuals are unable to resolve
the matter of the revised Price Commitment based on this analysis within a further forty-five (45) days, then the price will be
adjusted upwards in event that the third party analysis points to an upward adjustment or downwards if the third party analysis
points to a downward adjustment, in each case, capped as follows: if the parties are unable to agree with respect to the first
adjustment of the [**], then the adjustment shall be [**],
as the case may be (based on the direction of the third party analysis) and if the parties are unable to agree as to any subsequent
adjustments to the [**], then the adjustment shall be [**]
as the case may be (based on the direction of the third party analysis).


 


(iii)         
Upon the written request of the Foundation and not more than once in each calendar year, Company will permit an independent third
party accounting firm, with specific expertise in assessing costs [**]
and with experience with vaccines selected by the Foundation and reasonably acceptable to Company, at Foundation’s expense,
to have access during normal business hours to such of the records of Company as may be reasonably necessary for any year ending
not more than three (3) years prior to the date of such request for the sole purpose of verifying the basis and accuracy of [**]
Cost consistent with Appendix C and the Foundation’s COGS Principles
and Assessment Methodology Handbook, for determining [**] Cost.
Such third party accounting firm shall provide any such report to both the Foundation and Company and if such third party accounting
firm identifies a discrepancy in [**] Cost made during such period,
appropriate adjustments will be determined within ninety (90) days of the date such accounting firm's written report is delivered
to both Parties.


 




    	 	7	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


(iv)          Multi Dose Vial
Options: Notwithstanding the foregoing, if the Parties agree that to the extent the Company switches to a multi-dose presentation
of the Product that meets WHOPQ requirements and satisfies the Company’s Global Access Commitments, the Price Commitment
shall be appropriately reviewed and may be adjusted by mutual written agreement of the Parties, consistent with the process described
in Section 3(c)(ii) above.


 


(v)          Notwithstanding
section 3(c)(i) above, in the event that Company sells Released Product for Maternal Immunization to a Public Sector Purchaser
in any country (whether a Developing Country or a Developed County) at a lower than the Price Commitment in subsection 3(c)(i)
above, Company will promptly offer such Released Product for sale at such lower price to any Developing Countries in which the
sale, use or marketing of Released Product is authorized by WHOPQ or applicable country registrations. Company will promptly notify
the Foundation of any price decrease of the Released Product for Maternal Immunization.


 


(d)          Volume
Commitment.


 


(i)          In order to provide
the greatest health benefit of the Product, Company desires to address worldwide need for the Product including demand for its
use in Maternal Immunization from Developed and Developing Countries. The Parties recognize that introduction and demand for the
Product occurs over a period of time and that Company may not be fully able to address such demand in the period proximate to introduction
and approval. Notwithstanding the foregoing, the Parties acknowledge that Company’s current and planned Total Product Manufacturing
Capacity may not be sufficient to meet worldwide demand. Accordingly, the Parties desire to define the allocation of Product that
Company intends to reserve to fulfill orders for use in Maternal Immunization in Developing Countries.


 


(ii)          Upon applicable
regulatory approval(s), the Company shall make the Released Product, available and accessible to Public Sector Purchasers for Maternal
Immunization on the terms set forth in this GACA.


 


(iii)          Company
shall ensure Aggregate Minimum Supply is met subject to the Annual Minimum Supply as defined in Table B below in the context of
Timing of First Sales set forth in Table B (“Annual Minimum Supply”). Company shall ensure that this Annual
Minimum Supply is available each year starting at the date of the first sale of Released Product to a Public Sector Purchaser for
a Developing Country and ending upon termination of this GACA, including any Extended Term as described in Section 3(d)(v). Company
shall use reasonable and diligent efforts to manufacture, fill finish, package, label, store and ship the Released Product in accordance
with (a) all tender, purchase and sale agreements with any Public Sector Purchaser(s) up to the Aggregate Minimum Supply, (b) all
applicable safety, legal, ethical, and regulatory requirements, and (c) the terms of this GACA. Shipping terms will be FCA Incoterms
2010, unless agreed in writing otherwise.


 


[Remainder of page left intentionally blank]


 




    	 	8	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.






 


TABLE B


 





	Timing of First Sales	 	Annual Minimum Supply
	 	 	 
	If the first sale to a Public Sector Purchaser for Maternal Immunization for a Developing Country (following WHOPQ) is within 0-3* years of first sale in a Developed Country	 	Annual Minimum Supply shall be the greater of (a) [**] of Company’s Total Product Manufacturing Capacity per year, or (b)[**] Doses of Released Product per year for Maternal Immunization; which Annual Minimum Supply shall apply for the first 3* years after first sale in a Developed Country.
	 	 	 
	 	 	After such 3* years, Annual Minimum Supply will increase to the greater of (a) [**] of Company’s Total Product Manufacturing Capacity per year, or (b) [**] Doses of Released Product per year for Maternal Immunization
	 	 	 
	If the first sale to a Public Sector Purchaser for Maternal Immunization for a Developing Country (following WHOPQ) is more than 3* years after the first sale in a Developed Country	 	Annual Minimum Supply is the greater of (a) [**] of Company’s Total Product Manufacturing Capacity per year, or (b) [**] Doses of Released Product per year for Maternal Immunization







 


*Novavax shall have the right to
request in writing that such period be extended to 4 years and the Foundation shall reasonably consider in good faith such request
in a timely manner, in light of the current or anticipated demand from Developing Country(ies) and/or Public Sector Purchaser(s)
and in light of factors provided to Foundation by Company.


 


(iv)        Obligation
to Bid on Public Sector Purchaser Tenders. Subject at all times to the Aggregate Minimum Supply and Annual Minimum Supply,
the Volume Commitment requires the Company to use reasonable and diligent efforts to bid on applicable Public Sector Purchaser
tenders in accordance with the Price Commitment for any Public Sector Purchaser purchase order with an effective date that falls
within the Term or Extended Term.


 


(v)         Volume
Commitment Rollover. During the Term of this GACA, in the event that during a calendar year the full amount of the Annual Minimum
Supply is not committed for purchase by applicable Public Sector Purchasers (“Undemanded Capacity”), Company
shall have the right to allocate such Undemanded Capacity as it sees fit and the same amount of Undemanded Capacity shall be rolled
over into one or more extended years, depending on the amount of such Undemanded Capacity, which shall thereby extend the Term
of this GACA (“Extended Term”). During the Extended Term, the terms and conditions of this GACA shall apply,
until the Aggregate Minimum Supply is met. For the avoidance of doubt and notwithstanding any other provision of this GACA, this
volume commitment rollover provides for an Extended Term that ensures that Company provides the Aggregate Minimum Supply over the
Term or Extended Term. Notwithstanding the foregoing, Company may, but will not be obligated to, provide more than the Annual Minimum
Supply to Public Sector Purchasers within any given calendar year during the Term or Extended Term. The Parties agree that in any
event, the Extended Term shall not exceed five (5) additional years at which time the Volume Commitment will be deemed fulfilled.


 




    	 	9	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


(vi)        Expanded
Capacity. In the event the Foundation desires additional expanded capacity beyond the Aggregate Minimum Supply, the Foundation
may at its full discretion request a proposal from Company detailing whether and how Company would meet such increased capacity
and Company will respond promptly and in good faith with such a proposal; provided, however, that nothing in this paragraph is
or will be deemed a promise of future funding and any such proposal is subject to all internal reviews, processes and approvals
by the Foundation and any applicable laws and regulations, and any such proposal or future funding must be reflected in a definitive
written agreement between the Parties. Nothing in this GACA is a promise or obligation for either Party to enter into any future
agreement.


 


(e)          Representations,
Warranties, Covenants of Company: Company hereby represents, warrants and covenants to the Foundation:


 


(i)          Project
Diligence and Necessary Skill. Company will use reasonable and diligent efforts to meet the Project obligations, develop the
Product, and meet its obligations under the Grant Agreement and this GACA, and Company has, and will maintain, the necessary expertise,
personnel, facilities and equipment to meet the Project obligations, develop the Product, and meet its obligations under the Grant
Agreement and this GACA;


 


(ii)         Compliance
with Applicable Laws & Regulations. Company will comply with all applicable laws, regulations, and rules and will not infringe,
misappropriate, or violate the intellectual property rights of any third party and is in compliance in all material respects with
all applicable laws, regulations, and rules (including all laws and regulations related to clinical trials, human health and safety,
the protection of the environment, research, development and manufacture of vaccines intended for human use) regarding the use,
design, research, development, production, manufacture, licensure, offer-for-sale, sale, distribution, import and export of the
Product as contemplated by the Project, and no action has been filed or commenced against Company alleging any such failure. Company
is in material compliance with all applicable cGMPs, Good Clinical Practices, Good Laboratory Practices and has (or will obtain
prior to any applicable activity) all applicable licenses, approvals and permits related to the foregoing. Company is not aware
of facts that (with or without notice or lapse of time, or both) could reasonably be expected to result in Company being in violation
in any material respect of any law materially applicable to the use, design, research, development, production, manufacture, licensure,
offer-for-sale, sale, distribution, import and export of any Product as contemplated by the Project. Company has in place and shall
continue to maintain during the Term or Extended Term, a compliance program reasonably designed to identify, prevent, and address
any material compliance issues.


 


(iii)        Licenses
and Permits. Company currently holds (or will hold prior to any applicable activities related to the Product): all necessary
foreign, federal, state, local and other governmental licenses, approvals and permits necessary to use, design, develop, produce,
manufacture, offer-for-sale, sell, distribute, import and export the Product for use as contemplated hereunder by the Project and
this GACA.


 


(iv)        Records
Compliance. Company will maintain, in accordance with and for the period required under cGMPs and applicable laws, complete
and adequate records pertaining to the methods, and the facilities, manufacture, procedures, testing and the like, related to the
Products.


 


(v)         No
Conflict. Company will not enter into any agreement or arrangement with any third party which will prevent it from performing
or impair its ability to perform its obligations hereunder.


 




    	 	10	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


(vi)        IP
Due Diligence. Company currently has (or will have prior to any commercialization of the Product), conducted reasonable due
diligence with respect to the Product, including intellectual property and freedom to operate analyses related to such Product.


 


(vii)       IP
Rights. Company currently has (or will have prior to commercialization of the Product) rights to any and all intellectual property
(including rights in any patents, data, confidential information, know-how or other proprietary right) required to commercialize
(make, have made, sell, offer- for-sale, distribute, import, export and use as contemplated by the Project) the Product.


 


(viii)      Product
Modification. In the event of any injunction or prohibition against Company’s manufacture, licensure, import, export,
sale, offer-for-sale, distribution, or use of the Product by reason of infringement of a patent, proprietary, or intellectual property
right, or if in Company’s opinion the Product is likely to become the subject of a claim of infringement of a patent, proprietary,
or intellectual property right Company will, at its option and at its expense, either: (a) procure (such as by licensing or otherwise)
the right to continue to make, have made, import, export, sell, offer-for-sale, distribute, and use such Product, or (b) replace
or modify such Product so it becomes non-infringing, but is reasonably equivalent or superior in terms of efficacy, quality and
safety. Notwithstanding the previous, Company’s inability to further develop, manufacture, sell or license the Product because
it cannot reasonably procure rights or modify the Product as prescribed hereunder, which limitation has been reasonably verified
by the Foundation, shall not be deemed a Charitability Default provided the Foundation reasonably agrees that such procurement
or modification is not reasonable.


 


(ix)         No
Disputes. The Product, including its commercialization, manufacture, sale, offer-for-sale, distribution, import, export and
use as contemplated by the Project, is not the subject of any current third party intellectual property claims and is not currently
subject to any disputes with a third party. Company agrees to notify the Foundation of any such claims or disputes which arise
during the Term or Extended Term.


 


(x)          Disqualification
and Debarment. Company, its employees or contractors or agents are not and will not be, at the time of performance of any activity
contemplated hereunder, (a) disqualified or debarred by any applicable governmental authority for any purpose pursuant to applicable
law or regulation or threatened with any such disqualification or debarment or (b) charged or convicted for conduct relating to
the development or approval of, or otherwise relating to the regulation of, any product under any applicable law or regulation,
which activity with respect to (a) or (b) could adversely impact the Project or Product or obligations under this GACA.


 


(xi)         Warranty.
The Product is or will be manufactured by Company (and/or its CMOs or Affiliates) in conformity with its regulatory label and package
insert and all applicable laws and regulations.


 


(xii)        Company
is Sponsor. Company is and shall be responsible for all aspects and stages of the Project and Product, including Product research,
development, clinical trials, and commercialization (including any applicable legal, regulatory, and governmental requirements
and/or registrations), including acting as the sponsor of any clinical trials or research studies related thereto. In no event
shall the Company make any representation or statement that the Foundation is a sponsor of any trial, study, Product registration,
or marketing authorization or the like. Except as may be required by law, Company shall not include the Foundation on any document
relating to the foregoing or in any communication with any governmental or regulatory body without the express prior written consent
of the Foundation. Any input, consultation, or communication to Company by the Foundation shall not diminish the foregoing.


 




    	 	11	 



     


    

  


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


4.          Term;
Survival


 


Except as to any provision subject
to survival and subject to any Extended Term under section 3(d)(v), this GACA and the obligations hereunder will expire at the
later of (a) 15 years after the Effective Date, or (b) 10 years after the first sale of Released Product to a Public Sector Purchaser
for Maternal Immunization for a Developing Country following WHOPQ (“Term”); provided, however the Term may
be lengthened to account for the Extended Term. The following sections will survive the expiration or termination of this GACA:
Sections 1 (Charitable Purposes and Use of Funds), 2 (Definitions), 3(e) (Representations, Warranties, Covenants of Company), 5
(Obligations in the Event of Acquisition of Product or Company by Another), 6 (Global Access License), 7 (Required Reporting),
10 (Waiver), 11 (Further Assurances), 12 (Indemnification of Foundation) 13 (Interpretation), 14 (Counterparts), 17 (Miscellaneous)
and this sentence.


 


5.          Obligations
in the Event of Acquisition of Product or Company by Another


 


In the event Company, Company assets
necessary to perform Company’s obligations hereunder are licensed to, transferred to, sold to or otherwise acquired by a
third party, including as a result of a Change in Control (any such license, transfer, sale or acquisition, including a Change
in Control, is referred to herein as a “Transfer”), Company will ensure all such obligations are assumed by
the licensee, purchaser, transferee, acquirer or successor in a written agreement reasonably acceptable to the Foundation. Company
will not grant to a third party any rights or enter into any arrangements that would prohibit, prevent or otherwise restrict Company
or any purchaser, transferee, acquirer, or successor of Company assets or Company from fulfilling its obligations hereunder. For
clarity, notwithstanding anything to the contrary herein, the Foundation’s rights hereunder which exist on the date of the
Transfer shall not be terminated by such Transfer. A breach of this provision will constitute a Charitability Default.


 


6.          Global
Access License


 


(a)          “Charitability
Default” means that Company:


 


(i)          fails
to comply with the restrictions on the use of funds or the other related U.S. tax obligations set forth in the Grant Agreement
or the requirements set forth in this GACA;


 


(ii)         commits
a material breach of term of the Grant Agreement or this GACA;


 


(iii)        commits
gross negligence, fraud or willful misconduct; or


 


(iv)        makes
a strategic decision to discontinue the Product development and/or commercialization of the Product which meets the Minimum TPP;
or


 


(v)         experiences
a Change of Control or Transfer in violation of section 5 of this GACA; or


 




    	 	12	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


(vi)        experiences
any Force Majeure Event, failure to cure or nonperformance exceeding 150 days, unless otherwise agreed to by the Parties in writing.


 


(b)          Notice
of Charitability Default. Except as to Charitability Default under Section 6(a)(vi), each Party agrees that if it becomes aware
of a Charitability Default it will promptly notify the other Party, and Company shall thereafter provide to the Foundation a proposed
strategy to cure the Charitability Default within forty-five (45) days of notification. Notwithstanding anything in this GACA to
the contrary, the Foundation will not lose any rights or remedies solely as a result of a failure to notify Company after it becomes
aware of a Charitability Default, provided that such failure to notify shall not otherwise impede, prevent, or materially and detrimentally
impact the ability and/or expense associated with Company’s cure of such Charitability Default. In addition, Company agrees
to promptly notify the Foundation of any facts and circumstances which could reasonably cause a Charitability Default hereunder
(including with respect to any Charitability Default under Section 6(a)(i) through (vi)). Subject to Section 15(b), if Company
fails to either cure the Charitability Default within ninety (90) days of notice of a Charitability Default (the “Cure
Period”) or if such Charitability Default requires additional time to be cured as agreed by the parties (“Extended
Cure Period”) and the Company fails to use reasonable and diligent efforts to cure such Charitability Default, then the
Foundation will immediately be granted the Global Access License rights set forth in this Section 6. For the avoidance of doubt,
if the period of the Force Majeure event or any attempt to cure or any nonperformance (including due to Force Majeure) exceeds
one hundred and fifty (150) days from the notice, unless otherwise agreed to by the Parties in writing, the Foundation shall immediately
be granted the Global Access License as set forth in Section 6.


 


(c)          License
Triggers


 


(i)          If
a Charitability Default is not cured by the end of the Cure Period or Extended Cure Period, effective immediately, Company hereby
grants a non-exclusive, irrevocable, perpetual, sublicenseable, royalty-free and fully-paid up, worldwide (subject to Section 6(c)(ii)
below) license to the Foundation to all intellectual property, technology, know-how, and information owned, controlled or used
(subject to reasonably sublicensability by third party licensor(s)) by the Company at the time of such Charitability Default that
are necessary or useful to research, develop, make, have made, offer-for-sale, sell, import, export, distribute or use the Product,
such license solely to research, develop, make, have made, offer-for-sale, sell, import, export, distribute or use Product for
Maternal Immunization intended for the benefit of people in Developing Countries (“Global Access License”).
Upon a Global Access License, Company may reasonably seek to assign any and all such intellectual property rights, including third-party
licenses, to the Foundation or the Foundation’s licensee as appropriate, and the Foundation will reasonably work with the
Company to accept such assignment.


 


(ii)         The
Parties agree and acknowledge that in order to achieve Global Access and make the Product available and accessible in Developing
Countries, certain activities may be required to occur in one or more Developed Countries, such as manufacture, distribution, or
sale (such as to an entity procuring Product for use in Developing Countries). For example, the manufacture of Product (intended
for use in Developing Countries) may occur in a Developed Country. Similarly, certain aspects of the distribution or supply chain
may occur in (or pass through) one or more Developed Countries, e.g. the Product may be transported through a Developed Country
en route to the final destination of the Product in a Developing Country. Similarly, the procurement entities which may purchase
Product (for or on behalf of a Developing Country) may be located in a Developed Country or the sales transactions related thereto
may occur in a Developed Country, even though the final destination of the Product is a Developing Country. Accordingly, the Global
Access License hereunder is intended to permit such Developed Country activities which are incidental or necessary to making the
Product available and accessible in Developing Countries.


 






    	 	13	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.






 


(iii)        The
provisions of this Section will survive the Term, Extended Term or any earlier termination of this GACA.


 


(d)          Technology
Transfer


 


(i)          In
connection with any Global Access License hereunder, such Global Access License shall be subject to the execution of the following
reasonably acceptable written agreements between the Company and the recipient of the technology transfer (which recipient may
be a Foundation sub-licensee or entities selected by the Foundation): quality agreement, safety data exchange agreement, and other
customary agreements related to technology transfer of the Product; provided always that such entity shall not be required to pay
any royalties, milestones or fees associated with such agreements. Company will cooperate with the Foundation in good faith to
make available to the Foundation (or the entities of the Foundation’s choosing) (including providing electronic copies),
all necessary intellectual property, technology, know-how and other information relating to the Product (including but not limited
to master batch records, SOPs, QA/QC information, detailed bill of materials for the Product and other manufacturing documentation)
for the purpose of permitting the Foundation (or its selected entities) to utilize its Global Access License and to continue to
research and develop and manufacture the Product, and to enable the manufacture, licensure, sale, offer-for-sale, import, export,
distribution, and use of such Product intended for use in the Developing Countries. For the purpose of facilitating Technology
Transfer the Company shall provide electronic copies of all such applicable records and manufacturing documentation related to
the Product for Maternal Immunization and the Foundation (or the entities of the Foundation’s choosing) and will be permitted
to inspect the same for the purpose of assuring complete and accurate technology transfer by Company.


 


(ii)         Company
will continue to meet its Global Access Commitments towards and until completion of all intellectual property, know-how and information
technology transfer associated with a Global Access License herein. Company and the Foundation will cooperate in good faith to
effect an orderly and complete transition of any activities, including the research, development, manufacture, licensure, sale,
offer-for-sale, distribution, import, export and use of the Product to the Foundation or its selected entities.


 


(iii)        Company
shall permit the Foundation (or its sublicenses) the right to access and cross-reference any applicable IND, BLA, WHOPQ or other
regulatory file relating to the Product and shall, upon request, provide an electronic copy of each such file.


 


(iv)        To
the extent applicable, the Parties further agree to take all reasonable and diligent steps to eliminate or reduce any third party
costs or royalties (set forth in Appendix D or otherwise attributable to the Product) associated with such Global Access License,
including negotiation of any third party royalties and to negotiate access to such third party licenses by the Foundation (or its
selected entities).


 




    	 	14	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.






 


(v)         The
provisions of this Section will survive the Term, Extended Term, or any earlier termination of this GACA.


 


(e)          Indemnification
of Company by Technology Transfer Recipient in Connection with Technology Transfer.


 


(i)          Unless
otherwise agreed by the Parties, upon the triggering of a Global Access License and as a condition of technology transfer associated
with the Product, the recipient of the technology transfer (which recipient may be a Foundation sub-licensee or entities selected
by the Foundation) (hereinafter “Technology Transfer Recipient”) will be required to indemnify, hold harmless
and defend Company and its Affiliates and its and their officers, directors, employees and agents (the “Company Indemnified
Parties”) against any and all expenses, costs of defense (including reasonable attorneys’ fees, witness fees, damages,
judgments, fines, and amounts paid in settlement) and any amounts any such indemnitee becomes legally obligated to pay (“Losses”)
because of any Third Party claim or claims against it (“Third Party Claims”) to the extent that such Third Party
Claims arise from or are due or attributable to: (a) any defect in the Product manufactured or produced by the Technology Transfer
Recipient or (b) any act or omission involving the gross negligence, intentional misconduct, or fraud of the Technology Transfer
Recipient related to the Product; except, in each case ((a) or (b)), to the extent such Losses result from: (i) Company’s
manufacture or production of Product (whether directly or by any agent or CMO of Company), (ii) any fraud, gross negligence or
willful misconduct (whether by act or omission) of any Company Indemnified Parties, (iii) the breach by Company of any warranty,
representation or covenant made by Company in this GACA or the Grant Agreement, (iv) any defect in the manufacturing process design
or Product design attributable to Company, (v) Company’s failure to provide complete and accurate technology transfer consistent
with industry standards and consistent with any applicable agreements between the Company and Technology Transfer Recipient; or
(vi) Company’s violation of any applicable laws or regulations related to the Product or technology transfer thereof.


 


(ii)         Notice
& Control of Defense. In the event any Company Indemnified Parties seeks indemnification under this section, the applicable
Company Indemnified Party shall provide the Technology Transfer Recipient with prompt written notice of any such claim, provided
that, any failure to give prompt notice will not waive any rights of any Company Indemnified Party except to the extent the rights
of the Technology Transfer Recipient are actually prejudiced by such failure. The Technology Transfer Recipient will have the right
to conduct the defense of such Third Party Claim at its sole cost and expense provided Company may retain separate counsel at Company
sole cost and expense. Company and Company Indemnified Parties agree to provide reasonable cooperation to Technology Transfer Recipient
in defense of such Third Party Claim.


 


7.          Required
Reporting


 


In addition to any and all reports
required to be delivered to the Foundation under the Grant Agreement, Company shall furnish, or cause to be furnished, to the Foundation
the following reports, information and certifications:


 




    	 	15	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


(a)         Provide
the Foundation with written reports in form and detail reasonably satisfactory to the Foundation and confer with the Foundation
(by teleconference or in scheduled site visits as appropriate) regarding progress with respect to the milestones (under the Grant
Agreement) and the Global Access Commitments herein;


 


(b)         Coordinate
with the Foundation to determine reasonable times for the Foundation’s representatives to make site visits to Company’s
facilities with respect to the Project or Product;


 


(c)          Make
available to the Foundation (or at the Foundation’s election auditors selected by the Foundation and reasonably acceptable
to Company), the Company books and records related to the Project and Product for four years after funds are fully spent and make
such records and reports available to enable the Foundation to monitor and evaluate how funds have been used;


 


(d)          Make
available to the Foundation (or at the Foundation’s election auditors selected by the Foundation and reasonably acceptable
to Company) those Company books and records related to the Project, including records evidencing sales to Public Sector Purchasers
and obligations under this GACA;


 


(e)          Provide
the Foundation with the date upon which Company achieves WHOPQ; and


 


(f)          Provide
the Foundation with the date and location of the first sale to a Public Sector Purchaser for Maternal Immunization for a Developing
Country following WHOPQ.


 


8.          Entire
Agreement; Modification


 


This GACA and the Grant Agreement,
including all exhibits hereto and thereto, set forth all the covenants, promises, agreements, warranties, representations, conditions
and understandings between the parties with respect to the subject matter, and supersede and terminate all prior agreements, negotiation
and understandings between the parties, whether oral or written, with respect to such subject matter. No subsequent alteration,
modification, amendment, change or addition to this GACA shall be binding upon the Parties unless reduced to writing and signed
by the respective authorized officers of the Parties. In the event of a conflict between the terms of this GACA and the terms of
the Grant Agreement, the terms of this GACA shall control.


 


9.          Authority


 


Each of Company and the Foundation
covenants, represents and warrants with respect to itself that it has all authority necessary to execute this GACA and that, on
execution, this GACA will be fully binding and enforceable in accordance with its terms, and that no other consents or approvals
of any other Person or third parties are required or necessary for this GACA to be so binding.


 


10.         Waiver


 


Failure or delay by either Party in exercising
or enforcing any provision, right, or remedy under this GACA, or waiver of any remedy hereunder, in whole or in part, shall not
be deemed a waiver thereof, or prevent the subsequent exercise of that or any other rights or remedy. Other than that arising out
of this GACA or Grant Agreement, in no event will either party have any liability for any indirect, incidental, consequential or
special damages, even if advised of the possibility of such damages.


 




    	 	16	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


11.         Further
Assurances


 


From time to time after the Effective Date,
each Party shall execute, acknowledge and deliver to each other any further documents, assurances, and other matters, and will
take any other action consistent with the terms and conditions of this GACA, that may reasonably be requested by a Party and necessary
or desirable to carry out the purpose of this GACA.


 


12.         Indemnification
of Foundation


 


Company will indemnify, defend, and hold harmless
the Foundation and its trustees, employees, and agents (“Indemnified Parties”) from and against any and all
demands, claims, actions, suits, losses, damages (including property damage, bodily injury, and wrongful death), arbitration and
legal proceedings, judgments, settlements, or costs or expenses (including reasonable attorneys’ fees and expenses) (collectively,
“Claims”) arising out of or relating to the acts or omissions, actual or alleged, of Company or its employees,
subcontractors, contingent workers, agents, and affiliates with respect to the Project, the Product, this GACA or the Grant Agreement.
Company agree that any activities by the Foundation in connection with the Project or Product, such as its review or proposal,
input, or suggested modifications to the Project or Product, will not modify or waive the Foundation’s rights under this
paragraph. An Indemnified Party may, at its own expense, employ separate counsel to monitor and participate in the defense of any
Claim.


 


13.         Interpretation


 


The headings contained in this GACA are for
reference purposes only and shall not affect in any way the meaning or interpretation of this GACA. Whenever the words “include,”
“includes” or “including” are used in this GACA, they shall be deemed to be followed by the words “without
limitation.”


 


14.         Counterparts


 


This GACA may be executed in one or
more counterparts, including by signatures delivered by facsimile or pdfs, each of which shall be deemed an original, but all of
which shall be deemed to be and constitute one and the same instrument.


 


15.         Force
Majeure


 


(a)        If Company
is unable to perform its obligations or enjoy the benefits of this GACA because of the occurrence of any contingency beyond all
reasonable and diligent efforts , including, but not limited to, war (whether a declaration thereof is made or not), terrorism,
sabotage, insurrection, rebellion, riot or other act of civil disobedience, act of a public enemy, act of any government or any
agency or subdivision thereof, judicial action, general strikes, fire, accident, explosion, epidemic, quarantine, restrictions,
storm, flood, earthquake, adverse weather conditions, other natural disasters, Acts of God, unless such occurrence is caused by
Company’s negligent act or omission, (a “Force Majeure Event”), Company shall give prompt written notice to the
Foundation and shall use all reasonable and diligent efforts to resume performance as soon as practicable. Subject to Section 6,
upon receipt of such notice, all obligations affected by such Force Majeure Event under this GACA shall be suspended for the duration
of such Force Majeure Event. Upon the termination of any Force Majeure Event, Company shall be obligated to cure or remedy any
failure to perform by reason of such Force Majeure Event.


 




    	 	17	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


(b) Notwithstanding
anything in this GACA, if the period of the Force Majeure event or any attempt to cure or any nonperformance (including due to
Force Majeure) exceeds one hundred and fifty (150) days from the notice, unless otherwise agreed by the Parties in writing, the
Foundation shall immediately be granted the Global Access License as set forth in Section 6.


 


16.         Dispute
Resolution


 


Any disputes or conflicts relating
to the Project will first be attempted to be resolved by the Parties designated representatives in a timely manner. In the event
an issue cannot be resolved by the Parties representatives, the President/CEO of the Company and the President of Global Health
of the Foundation will meet within thirty (30) days for the purposes of resolution. Notwithstanding the forgoing, neither party
waives any legal or other remedy it may have in law or equity under the Grant Agreement or this GACA.


 


17.         Miscellaneous


 


(a)          Notice.
Any notice, request, demand, consent or other communication required or permitted hereunder shall be in writing and effectively
given if delivered personally or by FedEx, DHL, or other nationally recognized overnight courier service (with evidence of receipt
thereof), or sent by first class mail, using certified or registered mail, postage prepaid, addressed to the Party for which it
is intended at its address as set out below or as may be designated by notice pursuant hereto.


 


To
Company:  Novavax, Inc.


 


20 Firstfield Road


Gaithersburg, MD 20878


Fax: 240-268-2100





Attention: General Counsel


 


To Foundation:   Bill & Melinda
Gates Foundation


 


PO Box 23350





Seattle, WA 98102





Fax: (206) 494-7039





Attn: Director, Pneumonia


 


with a copy to:


 


Bill & Melinda Gates Foundation





PO Box 23350





Seattle, WA 98102





Fax: (206) 494-7123





Attn: General Counsel


 




    	 	18	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


(b)          Severability.
If any provision herein is found to be unenforceable, it is the intent of the Parties that such provision be replaced, reformed
or narrowed so that its original business purpose may be accomplished to the extent permitted by law. The invalidity or unenforceability
of any provision of this GACA shall not affect the validity or enforceability of any other provisions of this GACA, which shall
remain in full force and effect.


 


(c)          Amendments.
No supplement, amendment, modification or rescission of this GACA shall be valid or enforceable unless set forth in writing
and signed by both Parties.


 


(d)          Assignment.
The Grant Agreement and this GACA, and all rights and obligations of the Parties hereunder, shall not be assigned or delegated
by either Party without the prior written consent of the other Party; provided, however, that Company may assign this Agreement
to any Affiliate or successor in interest with the consent of the Foundation, not to be unreasonably withheld, provided that such
successor

in interest assume all obligations hereunder. Subject to the foregoing, the Grant Agreement and this GACA shall be binding upon
and shall inure to the benefit of the Parties and their respective successors and assigns.


 


(e)          Governing
Law. This GACA shall be governed by and construed under the laws of the State of New York in all respects as such laws are
applied to agreements among New York residents entered into and performed entirely within New York, without giving effect to conflict
of laws principles thereof. The Parties agree that any action brought by either Party under or in relation to this Agreement, including
to interpret or enforce any provision of this Agreement, shall be brought and filed in, and each Party agrees to and does hereby
submit to the exclusive jurisdiction and venue of, any state or federal court located in the State of New York.


 


(f)          Entire
Agreement. The Grant Agreement and this GACA and all attachments, including any amendments, constitute the entire agreement
between the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions,
and negotiations, whether oral or written, express or implied, of the Parties with respect hereto.


 


(g)          Confidentiality.
The Parties acknowledge and agree that the provisions of the Nondisclosure Agreement between them dated as of March 26, 2013 and
amended as of April 29, 2015, (and further amended from time to time as agreed in a signed writing by the parties), shall be deemed
to govern all disclosures of “Confidential Information” (as defined therein) that may occur hereunder. For clarity,
the Grant Agreement, this GACA, and all attachments thereto shall not be deemed Confidential Information, other than those aspects
of such documents that are covered by a CDA between the parties and are granted confidential treatment by the U.S. Securities and
Exchange Commission, as requested by Novavax, provided always that any such Confidential Information relevant to UNICEF, WHO, Gavi
and Public Sector Purchasers will be made available to such entities in preparation for review by the WHO Strategic Advisory Group
of Experts on immunization (SAGE). In addition, Company agrees to collaborate in good faith with the applicable material immunization
experts in order to prepare documentation needed for SAGE review. Following SAGE review, Company agrees to disclose applicable
price and volume information consistent with public sector procurement procedure (which may require public disclosure of such information).


 


[Signature Page Follows]


 




    	 	19	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


IN WITNESS WHEREOF, the Parties have caused this Global
Access Commitments Agreement to be executed by their duly authorized representatives as of the Effective Date.


  


	NOVAVAX, INC.	 	BILL & MELINDA GATES FOUNDATION
	 	 	 
	By: 	/s/ Stanley C. Erck	 	By:	/s/ Keith Klugman
	Name: 	Stanley Erck	 	Name:	 Keith Klugman
	Title: 	President and Chief Executive Officer	 	Title: 	Director, Pneumonia
	Date: 	September 25, 2015	 	Date: 	September 18, 2015


  


[Remainder of page left intentionally blank]


 




    	 	20	 



     


    

 


[**] = Portions of this exhibit have been omitted
pursuant to a confidential treatment request.


An unredacted version of this exhibit has been
filed separately with the Commission.



 


APPENDIX A





 





	Developing Countries
	 
	Afghanistan	Ghana	Nicaragua
	Angola	Guinea	Niger
	Armenia	Guinea Bissau	Nigeria 
	Azerbaijan 	Guyana	Pakistan
	Bangladesh 	Haiti 	Papua New Guinea
	Benin 	Honduras 	Rwanda
	Bhutan 	India 	Sao Tome e Principe
	Bolivia	Indonesia 	Senegal 
	Burkina Faso 	Kenya 	Sierra Leone 
	Burundi 	Kiribati 	Solomon Islands 
	Cambodia 	Korea DPR	Somalia
	Cameroon	Kyrgyz Republic	Sri Lanka
	Central African Republic	Lao PDR 	Republic of Sudan 
	Chad	Lesotho 	South Sudan 
	Comoros	Liberia 	Tajikistan 
	Congo Republic 	Madagascar 	Tanzania
	Cote d’Ivoire 	Malawi	Timor Leste 
	Cuba	Mali 	Togo 
	Democratic Republic of Congo	Mauritania 	Uganda 
	Djibouti 	Moldova 	Ukraine 
	Eritrea 	Mongolia 	Uzbekistan 
	Ethiopia 	Mozambique 	Viet Nam 
	Gambia 	Myanmar 	Yemen 
	Georgia	Nepal	Zambia
	 	 	Zimbabwe











 


Certain
countries in this Appendix A may be subject to U.S. comprehensive embargo restrictions at present or in the future. The Parties
acknowledge that such restrictions could preclude one or both Parties’ ability to include such countries in any efforts under
this GACA.


  


	Additional Countries
	 
	[**]
	 
	[**]
	 




    	 	21	 



     


    






 


[**] = Portions of this
exhibit have been omitted pursuant to a confidential treatment request.


An unredacted version of this exhibit has
been filed separately with the Commission.


 


APPENDIX B


 


Respiratory Syncytial Virus Vaccine -
Target Product Profile


Executive Summary


 


	Variable	 	
        Minimum

         

         

        The minimal target

should be considered

as a potential go/no go

 decision point.
	 	
        Optimistic

         

        The optimistic target

 should reflect
        what is 

needed to achieve 

broader, deeper, quicker

 global health impact.
	 	
        Annotations

         

         

        For all parameters, include here 

the rationale for why this feature 

is important and/or for the target

value. 

	 	 	 	 	 	 	
	Indication*	 	
        Prevention of RSV-

        related lower respiratory tract infection associated
with hypoxemia in subjects from birth to 3 months of age
	 	[**]	 	[**]
	Product 

(Maternal Immunization)	 	
        Nanoparticle vaccine

        containing 120μg of RSV-F and 0.4mg
        of aluminum
	 	[**]	 	[**]
	Target Population*	 	
        Pregnant women ≥18

        years of age between

        [**]
        weeks of gestation
	 	[**]
	 	[**]
	Target Countries	 	United States and Gavi (eligible and graduating) countries	 	[**]	 	[**]


 




    	 	22	 



     


    

 


[**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request.


An unredacted version of this exhibit has
been filed separately with the Commission.


 


	Variable	 	
        Minimum

          

         

        The minimal target 

should be considered



        as a potential go/no go

 decision point.
	 	
        Optimistic

         

        The optimistic target 

should reflect
        what is 

needed to achieve 

broader, deeper, quicker

 global health impact.
	 	
        Annotations

         

         

        For all parameters, include here 

the
        rationale for why this feature 

is important and/or for the target

 value.

        

	 

                                                  

                                                  

                                                 Efficacy*
	 	 

                              

                              

                              

                             ≥[**] reduction in RSV-related lower respiratory tract infection associated with hypoxemia over the first 3 months of life
	 	
         

         

         

         

        [**]

         

        [**]
	 	[**]
	
         

         

         

        Duration of

        Protection

         

         
	 	3 months	 	[**]	 	[**]
	
        Onset of

        Immunity
	 	Documented onset of immune response within [**]weeks of vaccination	 	[**]	 	[**]


 




    	 	23	 



     


    

 


[**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request.


An unredacted version of this exhibit has
been filed separately with the Commission.


 


	Variable	 	
        Minimum

         

         

        The
minimal target

should be considered

as a potential go/no go

 decision point.
	 	
        Optimistic

         

        The optimistic
        target

 should reflect what is

 needed to achieve

 broader, deeper, quicker

 global health impact.
	 	
        Annotations

         

         

        For all
        parameters, include here

 the rationale for why this feature

 is important and/or for the target 

value.

	 

                                                  

                                                 Indirect (Herd) Protection

                                                  

                                                  
	 	Not relevant	 	[**]	 	[**]
	Safety*	 	
         

        

        In Infant Subjects:

        •     No safety
        signal in predefined categories of AEs and SAEs through the first year of life.

        •     No evidence of vaccine-enhanced
        disease.

         

        In Maternal Subjects: No
        safety signal in predefined categories of AEs and SAEs, antenatally, intrapartum and for 6 months postpartum.
	 	 

                                                   

                                                   

                                                   [**]
	 	[**]
	Co- administration	 	
        Safe administration without interference with other
maternal vaccines (e.g., influenza, Tdap, and tetanus toxoid) in accordance with local recommendations
	 	[**]	 	 


 


 



    	 	24	 



     


    

 


[**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request.


An unredacted version of this exhibit has
been filed separately with the Commission.



 





	Variable	 	
        Minimum

         

         

        The minimal target 

should be considered



        as a potential go/no go

 decision
        point.
	 	
        Optimistic

         

        The optimistic target 

should reflect
        what is 

needed to achieve 

broader, deeper, quicker

 global health impact.
	 	
        Annotations

         

         

        For all parameters, include here 

the
        rationale for why this feature 

is important and/or for the target

 value.

	 

                                    

                                    

                                    

                                   Presentation

                                    

                                    

                                    

                                    
	 	Single dose vial, liquid formulation	 	[**]	 	[**]
	Cold chain volume required	 	
        Consistent with

        VPPAG Guidance, i.e. Maximum 4.0, 6.5, 13.0, and 15.0 cm3 per
        dose for 10-, 5-, 2-, 1-dose vials, respectively
	 	[**]	 	[**]
	 

                                    

                                   Dosing Schedule and Route of Administration*

                                    

                                    
	 	Single intramuscular injection at [**] weeks of gestation	 	[**]	 	[**]
	
        Vaccine Volume

        (cm3 /dose)
	 	
         0.5ml
	 	
         [**]
	 	 


 




    	 	25	 



     


    

  


[**] = Portions of this exhibit have been
omitted pursuant to a confidential treatment request.


An unredacted version of this exhibit has
been filed separately with the Commission.


 








	Variable	 	
        Minimum

         

         

        The minimal
        target

 should be considered



        as a potential go/no go 

decision
        point.
	 	
        Optimistic

         

        The optimistic
        target

 should reflect what is

 needed to achieve

 broader, deeper, quicker

 global health impact.
	 	
        Annotations

         

         

        For all
        parameters, include here

 the rationale for why this feature 

is important and/or for the target 

value.

	
         

         

        Stability / Shelf

        Life

         
	 	
         

        Shelf
        life of [**] at

        2-8°C

        Use of vaccine vial monitors and freeze monitors

         
	 	[**]	 	 
	
         

        Product

        Registration Path

         
	 	U.S. BLA approval and WHOPQ	 	[**]	 	[**]
	
        Target US BLA

        Submission Date
	 	[**]	 	[**]	 	 
	
        Target WHO

        PSF Submission

        Date
	 	
        Within
        [**] of

        US BLA approval
	 	[**]	 	 
	
        Primary Target

        Delivery Channel
	 	
        Through Antenatal

        Care (ANC) programs
	 	[**]	 	[**]
	Price	 	
        Consistent with this

        GACA
	 	[**]	 	[**]
	
        Manufacturing

        Capacities

        (Candidate TPP Only)
	 	[**]	 	[**]	 	 

                                                   

                                                  [**]



 




    	 	26	 



     


    






 


[**] = Portions of this exhibit have
been omitted pursuant to a confidential treatment request.


An unredacted version of this exhibit
has been filed separately with the Commission.


APPENDIX C


 


Principal Assumptions for Price
Cap Calculation


 


The
initial Maximum Price Cap described in Table A is based on the assumptions of Novavax’ US-based facility having the capacity
to produce, [**] by the date of WHOPQ, 120 microgram (120 μg)
Doses of Product annually using up to [**] reactors (or equivalent)
assuming [**] weeks of production per year, an overall batch success
rate of [**] percent [**],
and an average of [**] yield, and [**] percent
[**] overage/loss (averaged over all batches per year). These assumptions
are expected to be a base case for production at the time of WHOPQ. Since a primary objective of this GACA is to assure affordable
and accessible Product to people in Developing Countries, the Company agrees that a decline in the overall batch success rate below
[**] from the base case will not have an upward impact on the Product
cost per Dose nor an upward impact on the [**].


 


TABLE
C: Components of [**] Cost


 


	Component	 	Cost	 	Notes
	 	 	 	 	 
	[**]	 	[**]	 	[**]
	 	 	 	 	 
	[**]	 	[**]	 	[**]
	 	 	 	 	 
	[**]	 	[**]	 	[**]
	 	 	 	 	 
	[**]	 	[**]	 	[**]
	 	 	 	 	 
	[**]	 	[**]	 	[**]
	 	 	 	 	 
	[**]	 	[**]	 	[**]
	 	 	 	 	 
	[**]	 	[**]	 	[**]
	 	 	 	 	 
	[**]	 	[**]	 	[**]
	 	 	 	 	 
	Total	 	[**]	 	The [**] Total Cost is the sum total of [**] described in this table are for convenience; for the avoidance of doubt, Total Cost is calculated in the aggregate and will not be held to the characterization of any single component or multiple components.
	 	 	 	 	 
	Impact of Grant	 	[**]	 	The proposed grant would represent a reduction to [**]costs calculated as the $89 million grant, amortized over 10 years, and divided by [**] doses.
	 	 	 	 	 
	Subtotal	 	[**]	 	The total cost per dose including the grant is the previous
    total [**] minus the impact of the grant[**].
	 	 	 	 	 
	Markup	 	[**]	 	Represents a [**]
    markup over the cost to produce the Product.
	 	 	 	 	 
	[**]	 	[**]	 	[**] represents the Subtotal plus the Markup


 


[Remainder of page left intentionally blank]


 




    	 	27