exv10w1



 



Exhibit 10.1



EMPLOYMENT AGREEMENT



     This Employment Agreement (this “Agreement”) is dated as of August 7,
2003, between Novavax, Inc., a Delaware corporation having its principal office
at 8320 Guilford Road, Columbia, Maryland 21046 (the “Company”), and Nelson M.
Sims, an individual with a mailing address of 24 Dockside Lane, PMB 41 and
residing at 34 South Harbor Drive, Key Largo FL 33037 (“Executive”).


     The Company and Executive hereby agree as follows:


     1.     Employment. The Company hereby employs Executive and Executive hereby
accepts employment upon the terms and conditions hereinafter set forth. As
used throughout this Agreement, “Company” shall mean and include any and all of
its present and future subsidiaries and any and all subsidiaries of a
subsidiary. Executive warrants and represents that he is free to enter into
and perform this Agreement and is not subject to any employment,
confidentiality, non-competition or other agreement which prohibits, restricts,
or would be breached by either his acceptance or his performance of this
Agreement.


     2.     Duties. During the Term (as hereinafter defined), Executive shall devote
his full business time to the performance of services as President and Chief
Executive Officer of Novavax, Inc., performing such services, assuming such
responsibilities and exercising such authority as are set forth in the Bylaws
of the Company for such offices and assuming such other duties and
responsibilities as prescribed by the Board of Directors. During the Term,
Executive’s services shall be completely exclusive to the Company and he shall
devote his entire business time, attention and energies to the business of the
Company and the duties which the Company shall assign to him from time to time.
Executive agrees to perform his services faithfully and to the best of his
ability and to carry out the policies and directives of the Company.
Notwithstanding the foregoing, it shall not be a violation of this Agreement
for the Executive to serve as a director of any company whose products do not
compete with those of the Company and to serve as a director, trustee, officer,
or consultant to a charitable or non-profit entity; provided that such service
does not adversely affect Executive’s ability to perform his obligations
hereunder. The Company acknowledges that Executive is at the time of execution
of this Agreement, a director of three organizations disclosed to the Company
and that he is permitted hereunder to continue such service. The parties agree
to cooperate in good faith regarding the scheduling of Company business in
order to facilitate Executive’s fulfillment of his non-Company commitments,
provided that such scheduling does not materially affect the Company.
Executive agrees to take no action which is in bad faith and prejudicial to the
interests of the Company during his employment hereunder. Notwithstanding the
location where Executive shall be based, as set forth in this Agreement, he
also may be required from time to time to perform duties hereunder for
reasonably short periods of time outside of said area. Immediately upon the
execution of this Agreement, the Company shall request and attempt to persuade
the Board of Directors to appoint Executive to the Company’s Board of
Directors, to serve until the next annual meeting of shareholders. During the
Term, the Company shall include Executive in the management slate of Board
nominees presented in the proxy statement in connection with each annual
meeting of the Company’s shareholders.









 


     3.     Term. The term of this Agreement shall be a period beginning on August 11,
2003 and continuing until terminated pursuant to Section 7 hereof (the “Term”).
The parties acknowledge that the employment hereunder is employment at will.


     4.     Compensation.


          (a)  Base Compensation. For all Executive’s services and covenants under
this Agreement, the Company shall pay Executive an initial annual salary of
$400,000, subject to merit-based increase as of January 1, 2005, and the
beginning of each fiscal year thereafter based on annual review by the Board of
Directors of the Company and payable in accordance with the Company’s payroll
policy as constituted from time to time. The Company may withhold from any
amounts payable under this Agreement all required federal, state, city or other
taxes and all other deductions as may be required pursuant to any law or
government regulation or ruling.


          (b)  Bonus Program. The Company agrees to pay the Executive a performance
and incentive bonus in respect of Executive’s employment with the Company
through December 31, 2004, payable on or before March 31, 2005, in an amount
determined by the Board of Directors (or any committee of the Board of
Directors authorized to make that determination) to be appropriate based upon
Executive’s achievement of certain specified goals, which bonus shall be at
least $139,000 and not greater than $347,000. Thereafter, during the Term, in
addition to the base compensation payable to Executive, the Executive shall be
eligible to receive an annual performance bonus in such amount as the Board of
Directors (or any committee of the Board of Directors constituted by the Board
of Directors to handle compensation issues) shall, in its reasonable
discretion, deem appropriate. Such determination will be based, in part, upon
the achievement of certain specified goals, which shall be determined in
consultation with the Executive. The annual target performance bonus shall be
$250,000 beginning January 1, 2005. Payment of the performance bonus will be
made in cash; provided, however, that the parties may agree to payment of some
or all of the bonus in restricted stock of the Company.


          (c)  Equity Based Compensation. In connection with his employment, the
Board has voted to grant Executive stock options, with a term of 10 years, to
purchase 900,000 shares of the Company’s Common Stock, $.01 par value, at an
exercise price equal to the closing price of the Company’s Common Stock on the
date of grant. These options and any further options granted to Executive
shall be subject to the Company’s Incentive Stock Option Agreement (and, to the
extent required by the Internal Revenue Code, Non-Statutory Stock Option
Agreement) which includes (i) an option vesting schedule as follows: one-third
of the shares shall vest on the first anniversary of the grant date, one third
of the shares shall vest on the second anniversary of the grant date and
one-third of the shares shall vest on the third anniversary of the grant date
and (ii) a provision permitting the exercise of options for a period of one
year following termination of Executive’s employment and (iii) a minimum term
equal to the maximum term permitted under the Company’s then current stock
option plan. Executive will also be eligible to receive additional stock
options annually, based on job performance, in an amount to be determined by
the Board of Directors. The Company shall, during the Term, grant to
Executive, on an annual basis, options to purchase such number of shares of
Common Stock of the Company as equals not less than 3% of the total number of
shares of Common Stock of the Company issued during
the most recent fiscal year (but not prior to the commencement of the Term) in
(x) private or


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public offerings of Common Stock or (y) pursuant to conversions
of convertible securities (other than employee, consultant or director stock
options) to Common Stock but only if such convertible securities were issued
after the commencement of the Term. In the event of Executive’s retirement at
or after age 60, Executive’s options will (A) remain exercisable for a period
of the shorter of five years or the remaining term of the option and (B) vest
in full.


     5.     Reimbursable Expenses.


          (a)  Executive shall be entitled to reimbursement for reasonable expenses
incurred by him in connection with the performance of his duties hereunder in
accordance with such procedures and policies for executive officers as the
Company has heretofore or may hereafter establish. The Company acknowledges
that it is necessary in order for the Executive to fulfill his obligations to
the Company to be permitted to travel first or business class for long distance
travel (defined as flight time of two hours or more) and that reimbursement for
such travel expenses is within the Company’s policies. From and after the time
Executive relocates his residence pursuant to Section 5(b) below, he will be
reimbursed for travel to and from his Florida home office, not to exceed 15
round trips per calendar year.


          (b)  Executive shall relocate his residence to within 30 miles of the
Company’s corporate headquarters specified by the Company within four months
after the Company has so specified. The Company will reimburse Executive or
pay for the expenses of such relocation, for actual, documented moving
expenses, not to exceed $20,000. The Company acknowledges that there will be
an indeterminate period from the commencement of the Term to the date of such
relocation during which the Company agrees to pay Executive’s reasonable,
actual living expenses applicable to his performance of services for the
Company at a location mutually agreed between the Company and the Executive.
Notwithstanding the Executive’s agreement to relocate to a location of the
Company’s choosing, the Company acknowledges that Executive may provide the
services specified in this Agreement to the Company from his home office in
Florida for up to 20 days per year during the Term, provided that such activity
does not adversely affect his ability to perform his obligations to the
Company.


     6.     Benefits.


          (a)  Executive shall be entitled to six weeks of paid vacation time per
year starting from date of hire, calculated and administered in accordance with
Company policies for executive officers in effect from time to time; provided
that Executive shall not be paid in lieu of vacation time during the period of
this employment with the Company. Executive’s paid vacation for 2003 shall
include August 21-29, November 19-21 and December 1-5, plus other time as may
be necessary at Executive’s discretion, not to exceed five business days.


          (b)  The Company shall, as promptly as practicable after the date of this
Agreement, purchase a so called “own profession” long term disability insurance
policy, from a company reasonably acceptable to the Company and Executive, for
the benefit of Executive providing for at least a two year benefit of at least
two thirds of Executive’s base salary (up to a
cap if required by the insurer of not less than $250,000), and shall maintain
such policy (or a replacement policy complying with these terms) at all times
during the Term.


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          (c)  The Company shall contribute up to $33,334 per year for each of the
first three years of the Term to be used only for the purchase of a whole life
insurance policy on Executive’s life, payable to a beneficiary of Executive’s
choosing, with a maximum policy benefit of $1,000,000. Executive shall arrange
for such policy, that he will own, upon the effectiveness of this Agreement.
The Company shall reimburse Executive for one third of the total premium for
such policy, to a maximum of $33,334, within one week of receipt by the Company
of a copy of a quotation or binder for such insurance and shall reimburse
Executive an additional one third of the total premium for such policy, to a
maximum of $33,334, on each of the first two anniversary dates of this
Agreement. In the event of the termination of Executive’s employment with the
Company, prior to the date the reimbursement set forth in this Section 6(c) is
made, other than a termination by the Company for Cause or a termination by the
Executive without Good Reason, the Company will, upon the effectiveness of such
termination, pay to Executive the amount equal to $100,000 less that amount
paid to such date pursuant to this Section 6(c).


     7.     Termination of Employment. (a) Notwithstanding any other provision of this
Agreement, Executive’s employment may be terminated, without such action
constituting a breach of this Agreement:


               (i)  By the Company, for “Cause,” as defined in Section 7(b) below;


               (ii)  By the Company, upon 30 days’ notice to Executive, if he should be
prevented by illness, accident or other disability (mental or physical) from
discharging his duties hereunder for one or more periods totaling three
consecutive months during any twelve-month period;


               (iii)  By the Company in the event of a Change of Control, as defined in
Section 8(d) below, upon notice by the Company to the Executive given during
the 60 day period referenced in Section 8(c)(iii) below;


               (iv)  By the Executive with “Good Reason”, as defined in Section 7(c)
below, within 30 days of the occurrence or commencement of such Good Reason;


               (v)  By the Executive in the event of a Change of Control, as defined in
Section 8(d) below, upon notice by the Executive to the Company given during
the period between Executive’s receipt of notice or actual knowledge of such
Change of Control and the effectiveness of such Change of Control; provided
that such termination shall be effective simultaneously with the effectiveness
of such Change of Control and the notice of termination shall be deemed
withdrawn in the event such Change of Control is not consummated;


               (vi)  By the event of Executive’s death during the Term; and


               (vii)  By the Company or by the Executive in the event that the US Food
and Drug Administration (“FDA”) rejects the Company’s application for marketing
approval of its Estrasorb® product during the period from the commencement of
the Term to the one year


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anniversary of such commencement, upon notice of such
terminating party to the other given within 30 days of the Company’s receipt of
formal notification of such rejection from the FDA.


          (b)  “Cause” shall mean (i) Executive’s willful failure or refusal to
perform in all material respects the services required of him hereby, (ii)
Executive’s willful failure or refusal to carry out any proper and material
direction by the Board of Directors with respect to the services to be rendered
by him hereunder or the manner of rendering such services, (iii) Executive’s
willful misconduct in the performance of his duties hereunder, (iv) Executive’s
commission of an act of fraud, embezzlement or theft or a felony involving
moral turpitude, (v) Executive’s use or disclosure of Confidential Information
(as defined in Section 10 of this Agreement), other than for the benefit of
the Company in the course of rendering services to the Company or (vi)
Executive’s engagement in any activity prohibited by Section 11 of this
Agreement. For purposes of this Section 7, the Company shall be required to
provide Executive a specific written warning with regard to any occurrence of
subsections (b)(i), (ii) and (iii) above, which warning shall include a
statement of corrective actions and a 30 day period for the Executive to
respond to and implement such actions, prior to any termination of employment
by the Company pursuant to Section 7(a)(i) above.


          (c)  “Good Reason” shall mean the Company’s material reduction or
diminution of Executive’s responsibilities and authority, other than for Cause,
without his consent.


     8.     Separation Pay. (a) Subject to Executive’s execution and delivery to the
Company of the Company’s standard form of Separation and Release Agreement, the
Company shall pay Executive an amount equal to the Separation Pay, Change of
Control Separation Pay or Regulatory Event Separation Pay, as applicable and as
defined in Section 8(b) below, upon the occurrence of the applicable Separation
Event, as defined in Section 8(c) below. Separation Pay, Change of Control
Separation Pay and Regulatory Event Separation Pay shall each be payable in
accordance with the Company’s payroll policy as constituted from time to time,
and shall be subject to withholding of all applicable federal, state and local
taxes and any other deductions required by applicable law. In the event of
Executive’s death, the Company’s obligation to pay further compensation
hereunder shall cease forthwith, except that Executive’s legal representative
shall be entitled to receive his fixed compensation for the period up to the
last day of the month in which such death shall have occurred.


          (b)(i) “Separation Pay” shall mean a lump sum amount equal to six months
of Executive’s then effective salary plus the payment to Executive of an amount
equal to his salary in effect at the time of termination of employment, for a
period of 12 months thereafter, payable in accordance with the Company’s
payroll policy as constituted from time to time.


               (ii)  “Change of Control Separation Pay” shall mean a lump sum amount
equal to 24 months of the then effective salary plus two times the then
applicable target bonus, which applicable target bonus shall not be less than
$250,000.


               (iii)  “Regulatory Event Separation Pay” shall mean:


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                    (A)  a lump sum amount equal to three months of the then effective salary,
plus


                    (B)  the vesting of options to purchase 150,000 shares of the Company’s
Common Stock granted pursuant to Section 4(c) of this Agreement and the
extension of Executive’s ability to exercise such options, to expire on the
third anniversary of the effectiveness of Executive’s termination of employment
pursuant to Section 7(a)(vii) of this Agreement. Executive acknowledges that
any options exercised after the date which is 90 days after Executive’s
termination of employment with the Company will not be Incentive Stock Options
under the Internal Revenue Code.


          (c)  “Separation Event” shall mean:


               (i)  the Company’s termination of Executive’s employment by the Company
without Cause, during the Term (a “Separation Event”).


               (ii)  the termination of Executive’s employment by the Executive for Good
Reason (a “Separation Event”);


               (iii)  the termination of Executive’s employment by the Company within 60
days of a Change of Control, as defined in Section 8(d), in the absence of an
occurrence of an event constituting Cause (a “Change of Control Separation
Event”); and


               (iv)  the termination of Executive’s employment by the Executive strictly
in accordance with the requirements of Section 7(a)(v) above, in the absence of
an occurrence of an event constituting Cause (a “Change of Control Separation
Event”).


               (v)  the termination of Executive’s employment by the Company or by the
Executive in accordance with Section 7(a)(vii) above, in the absence of an
occurrence of an event constituting Cause (a “Regulatory Event Separation
Event”).


          (d)  “Change of Control” shall mean that


               (i)  the Company, is merged, consolidated or reorganized into or with
another corporation or other legal person (an “Acquiring Person”) or securities
of the Company are exchanged for securities of an Acquiring Person, and
immediately after such merger, consolidation, reorganization or exchange less
than a majority of the combined voting power of the then outstanding securities
of the Acquiring Person immediately after such transaction are held, directly
or indirectly, in the aggregate by the holders of voting stock of the Company
immediately prior to such transaction;


               (ii)  the Company, in any transaction or series of related transactions,
sells or otherwise transfers all or substantially all of its assets to an
Acquiring Person; or


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               (iii)  the Company files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act disclosing that a change
in control of the Company has occurred.


     Notwithstanding the provisions of Section 8(d), unless otherwise
determined in a specific case by majority vote of the Board, a Change in
Control shall not be deemed to have occurred for purposes of this Agreement
solely because (i) the Company, (ii) an entity in which the Company directly or
indirectly beneficially owns 50 percent or more of the voting securities, or
(iii) any Company-sponsored employee stock ownership plan, or any other
employee benefit plan of the Company, either files or becomes obligated to file
a report or a proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) under the Exchange Act, disclosing beneficial ownership by it of
shares of stock of the Company, or because the Company reports that a Change in
Control of the Company has or may have occurred or will or may occur in the
future by reason of such beneficial ownership.


     9.     All Business to be Property of the Company; Assignment of Intellectual
Property.


          (a)  Executive agrees that any and all presently existing business of the
Company and all business developed by him or any other employee of the Company
including without limitation all contracts, fees, commissions, compensation,
records, customer or client lists, agreements and any other incident of any
business developed, earned or carried on by Executive for the Company is and
shall be the exclusive property of the Company, and (where applicable) shall be
payable directly to the Company.


          (b)  Executive hereby acknowledges that any plan, method, data, know-how,
research, information, procedure, development, invention, improvement,
modification, discovery, design, process, work of authorship, documentation,
formula, technique, trade secret or intellectual property right whatsoever or
any interest therein whether patentable or nonpatentable, patents and
applications therefor, trademarks and applications therefor or copyrights and
applications therefor (herein sometimes collectively referred to as
“Intellectual Property”) made, conceived, created, invested, developed, reduced
to practice and/or acquired by Executive solely or jointly with others during
the Term is the sole and exclusive property of the Company, as work for hire,
and that he has no personal right in any such Intellectual Property. Executive
hereby grants to the Company (without any separate remuneration or compensation
other than that received by him from time to time in the course of his
employment) his entire right, title and interest throughout the world in and
to, all Intellectual Property, which is made, conceived, created, invested,
developed, reduced to practice and/or acquired by him solely or jointly with
others during the Term.


     10.     Confidentiality. Executive acknowledges his obligation of confidentiality
with respect to all proprietary, confidential and non-public information of the
Company, including all Intellectual Property. Executive shall not, either
during the Term or thereafter, use for any purpose other than the furtherance
of the Company’s business, or disclose to any person other than a person with a
need to know such confidential, proprietary or non-public information for the
furtherance of the Company’s business who is obligated to maintain the
confidentiality of


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such information, any information concerning any Intellectual Property, or
other confidential, proprietary or non-public information of the Company,
whether Executive has such information in his memory or such information is
embodied in writing or other tangible form. All originals and copies of any of
the foregoing, however and whenever produced, shall be the sole property of the
Company. Upon the termination of Executive’s employment in any manner or for
any reason, Executive shall promptly surrender to the Company all copies of any
of the foregoing, together with any documents, materials, data, information and
equipment belonging to or relating to the Company’s business and in his
possession, custody or control, and Executive shall not thereafter retain or
deliver to any other person any of the foregoing or any summary or memorandum
thereof.


     11.     Non-Competition Covenant. As the Executive has been granted options to
purchase stock in the Company and as such has a financial interest in the
success of the Company’s business and as Executive recognizes that the Company
would be substantially injured by Executive competing with the Company,
Executive agrees and warrants that within the United States, he will not,
unless acting with the Company’s express prior written consent, directly or
indirectly, while an employee of the Company and during the Non-Competition
Period, as defined below, own, operate, join, control, participate in, or be
connected as an officer, director, employee, partner, stockholder, consultant
or otherwise, with any business or entity which competes with the business of
the Company (or its successors or assigns) as such business is now constituted
or as it may be constituted at any time during the Term of this Agreement;
provided, however, that Executive may own, and exercise rights with respect to,
less than one percent of the equity of a publicly traded company. The
“Non-Competition Period” shall be a period of one year following termination of
employment.


     Executive and the Company are of the belief that the period of time and
the area herein specified are reasonable in view of the nature of the business
in which the Company is engaged and proposes to engage, the state of its
business development and Executive’s knowledge of this business; however, if
such period or such area should be adjudged unreasonable in any judicial
proceeding, then the period of time shall be reduced by such number of months
or such area shall be reduced by elimination of such portion of such area, or
both, as are deemed unreasonable, so that this covenant may be enforced in such
area and during such period of time as is adjudged to be reasonable.


     12.     Non-Solicitation Agreement. Executive agrees and covenants that he will
not, unless acting with the Company’s express written consent, directly or
indirectly, during the Term of this Agreement or during the Non-Competition
Period (as defined in Section 11 above) solicit, entice or attempt to entice
away or interfere in any manner with the Company’s relationships or proposed
relationships with any customer, officer, employee, consultant, proposed
customer, vendor, supplier, proposed vendor or supplier or person or entity or
person providing or proposed to provide research and/or development services
to, on behalf of or with the Company.


     13.     Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given on actual receipt after having
been delivered by hand, mailed by first class mail, postage prepaid, or sent by
Federal Express or similar overnight delivery services, as follows: (a) if to
Executive, at the address shown at the head of this Agreement, or


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to such other person(s) or address(es) as Executive shall have furnished to the
Company in writing, with a copy to Robert B. Macaulay, Esq., Mitrani, Rynor,
Adamsky & Macaulay, P.A., One Southeast Third Avenue, Suite 2200, Miami,
Florida 33131; and (b) if to the Company, at the address shown at the head of
this Agreement, Attention: Chairman of the Board, with a copy to David A.
White, Esq., White White & Van Etten, LLP, 55 Cambridge Parkway, Cambridge,
Massachusetts 02142, or to such other person(s) or address(es) as the Company
shall have furnished to Executive in writing.


     14.     Assignability. In the event of a Change of Control, the terms of this
Agreement shall inure to the benefit of, and be assumed by, the Acquiring
Person. This Agreement shall not be assignable by Executive, but it shall be
binding upon, and to the extent provided in Section 8 shall inure to the
benefit of, his heirs, executors, administrators and legal representatives.


     15.     Entire Agreement. This Agreement contains the entire agreement
between the Company and Executive with respect to the subject matter hereof and
there have been no oral or other prior agreements of any kind whatsoever as a
condition precedent or inducement to the signing of this Agreement or otherwise
concerning this Agreement or the subject matter hereof.


     16.     Equitable Relief. Executive recognizes and agrees that the Company’s
remedy at law for any breach of the provisions of Sections 9, 10, 11 or 12
hereof would be inadequate, and he agrees that for breach of such provisions,
the Company shall, in addition to such other remedies as may be available to it
at law or in equity or as provided in this Agreement, be entitled to injunctive
relief and to enforce its rights by an action for specific performance. Should
Executive engage in any activities prohibited by this Agreement, he agrees to
pay over to the Company all compensation, remuneration or monies or property of
any sort received in connection with such activities; such payment shall not
impair any rights or remedies of the Company or obligations or liabilities of
Executive which such parties may have under this Agreement or applicable law.


     17.     Amendments. This Agreement may not be amended, nor shall any change,
waiver, modification, consent or discharge be effected except by written
instrument executed by the Company and Executive.


     18.     Severability. If any part of any term or provision of this Agreement shall
be held or deemed to be invalid, inoperative or unenforceable to any extent by
a court of competent jurisdiction, such circumstances shall in no way affect
any other term or provision of this Agreement, the application of such term or
provision in any other circumstances, or the validity or enforceability of this
Agreement.


     19.     Paragraph Headings. The paragraph headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation hereof.


     20.     Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the law of the State of Delaware, without regard to
the principles of conflict of laws thereof.


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     21.     Resolution of Disputes. With the exception of proceedings for equitable
relief brought pursuant to Section 16 of this Agreement, any disputes arising
under or in connection with this Agreement including, without limitation, any
assertion by any party hereto that the other party has breached any provision
of this Agreement, shall be resolved by arbitration, to be conducted in
Baltimore, Maryland, in accordance with the rules and procedures of the
American Arbitration Association. The parties shall bear equally the cost of
such arbitration, excluding attorneys’ fees and disbursements which shall be
borne solely by the party incurring the same; provided, however, that if the
arbitrator rules in favor of Executive, Company shall be solely responsible for
the payment of all costs, fees and expenses (including without limitation
Executive’s reasonable attorneys’ fees and disbursements) of such arbitration.
The provisions of this Section 21 shall survive the termination for any reason
of the Term (whether such termination is by the Company, by Executive or upon
the expiration of the Term).


     22.     Indemnification; Insurance. The Executive shall be entitled to liability
and expense indemnification and reimbursement to the fullest extent permitted
by the Company’s current By-laws and Certificate of Incorporation, whether or
not the same are subsequently amended. During the Term, the Company will use
commercially reasonable efforts to maintain in effect directors’ and officers’
liability insurance no less favorable to Executive than that in effect as of
the date of this Agreement.


     23.     Survival. Sections 8, 9, 10, 11 and 12 shall survive the expiration or
earlier termination of this Agreement, for the period and to the extent
specified therein.


     IN WITNESS WHEREOF, the parties have executed or caused to be executed
this Agreement as of the date first above written.



	 	 	 	 	 
	 	 	NOVAVAX, INC.
	 	 	 	 	 
	[SEAL]	 	 	 	 
	 	 	
By:
	 	/s/ Mitchell J. Kelly
	 	 	 	 	

	 	 	
Name:

Title:
	 	Mitchell J. Kelly

President and Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	/s/ Nelson M. Sims
	 	 	

Nelson M. Sims




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