exv10w1






Exhibit 10.1









CONSULTING AGREEMENT




     This Consulting Agreement (this “Agreement”), entered into this 19th day of February,
2009, effective as of January 28, 2009 (the “Effective Date”), is made by and between
Novavax, a Delaware corporation (the “Company”), and Len Stigliano (the “Consultant”).



RECITALS




     A. The Company is a biopharmaceutical company focused on developing novel vaccines and is
located in Rockville, Maryland.



     B. Consultant has extensive financial and life science experience related public companies,
financing activities and drug development expenses, and served as the Company’s chief financial
officer until the Effective Date.



     NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:



AGREEMENT



1. Term. The initial term of this Agreement shall be six (6) months. Thereafter, the Agreement
shall renew upon mutual agreement by both parties for successive one (1) month periods (the
“Term”). . Either Consultant or the Company may terminate this Agreement at any time, and
for any reason or no reason, with or without cause, upon thirty (30) days notice.



2. Consulting Services. Pursuant to the terms and conditions of this Agreement, the Company hereby
engages the Consultant, and the Consultant hereby accepts such engagement, to perform the
consulting services set forth on Exhibit A attached hereto (the “Services”) during
the Term.



3. Fees and Expenses.




               (a) In consideration of the Consultant performing the Services hereunder; the Company shall
pay the Consultant a fee of one thousand four hundred dollars ($1,400.00) per day or $175.00 per
hour on an as needed basis.



               (b) The Company shall reimburse the Consultant for his reasonable out-of-pocket expenses
incurred in connection with the performance of the Services hereunder, including travel. All such
reimbursement will be provided in accordance with the Company’s expense reimbursement policies in
effect from time to time during the Term.



               (c) By the tenth business day of each month, Consultant shall submit to the Company a report
(the “Invoice”) showing the date(s) that Consultant provided Services to the Company
during the preceding month, a description of the Services rendered, and a list of all
out-of-pocket expenses incurred during the preceding month with receipts. The Company shall pay
the Invoice within thirty days of receipt.



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     4. Stock Options. Pursuant to the Company’s Stock Incentive Plan and the award of stock
options granted to the Consultant thereunder, Consultant’s options will continue to vest until
consulting services cease with the Company. Options may be exercised at any time with prior
approval from the Company’s Chief Financial Officer (or designee), during the timeframe when the
trading window is open and up to ninety days after services have ceased with the Company.



     5. Relationship of the Parties.



               (d) The relationship of the Consultant to the Company hereunder is that of independent
contractor. Nothing herein shall be deemed to create any partnership, association or joint
venture between the parties. Consultant shall not be construed for any purpose to be an employee
subject to the control and direction of the Company or any of its affiliates.



               (e) Consultant shall not be entitled to any of the benefits, coverages or privileges,
including, without limitation, social security, unemployment, medical or pension payments, made
available to employees of the Company or any of its affiliates.



               (f) The Consultant shall have sole responsibility for the proper reporting and payment of any
and all federal, state and/or local taxes due on payments made to the Consultant by the Company
hereunder. The Consultant agrees to provide the Company, upon request, with written proof
demonstrating proper reporting and payment of all applicable taxes.



               (g) The Company shall have the right to withhold all federal, state, or other taxes from
amounts paid to Consultant under any provision of this Agreement as shall be required to be
withheld by the Company pursuant to any statute or other governmental regulation or ruling. The
Company may make any arrangements that it deems appropriate to effect such withholding that are
permitted by applicable law.



               (h) Notwithstanding Consultant’s obligations and the Company’s rights under 4(c) and 4(d)
above, Consultant shall reimburse the Company for any tax and interest paid to the Internal
Revenue Service or similar taxing authority by the Company on behalf of Consultant to satisfy
Consultant’s tax obligations if not previously withheld.



     6. Confidentiality. The Consultant shall not, during the Term or for five (5) years after the
Term, disclose to any person any proprietary, confidential and nonpublic information of the
Company, including business and financial information, strategic plans and business process, and
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 non-patentable, patents and applications therefore, trademarks and applications
therefore or copyrights and applications therefore, any information provided to the Consultant by
the Company with respect to the Consultant’s performance of the Services (collectively,
“Information”) disclosed or furnished to the Consultant in any format, including on paper,
electronically, visually or verbally. All such Information shall remain the property of the



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Company. All such Information shall be kept confidential by the Consultant and may be used
only in its performance under this Agreement, unless the Information was previously known to the
Consultant without any obligation of confidentiality or is made public by the Company, or becomes
public knowledge through no fault of the Consultant. When in tangible form, the Information shall
be returned by the Consultant to the Company upon request by the Company.




     7. Property Rights. All work produced hereunder, including, without limitation, all
inventions, ideas, creations, designs, discoveries, developments, techniques, expressions,
improvements, computer programs, specifications, operating instructions and all other
documentation, data or other work product related to the Services provided by the Consultant under
this Agreement (whether patentable or subject to copyright, or not), which are first conceived,
made or otherwise originated or acquired or first actually constructively reduced to practice
during the Term or within six (6) months following the expiration or termination of the Term,
whether preliminary or final, and on whatever media rendered (collectively, the “Work
Product”), shall be deemed work made for hire and made in the course of services rendered for
the Company and shall be the sole and exclusive property of the Company. The Company shall have
the sole, absolute and unlimited right throughout the world to protect by patent or copyright, and
to make, have made, use, reconstruct, repair, modify, reproduce, publish, distribute and sell the
Work Product, in whole or in part, or combine the Work Product with other matter, or not use the
Work Product at all, as it sees fit. To the extent that title to the Work Product may not be
considered work for hire, the Consultant irrevocably agrees to transfer and assign to the Company
in perpetuity all worldwide right, title and interest in and to the patent rights, copyrights,
trade secrets and other proprietary rights (including, without limitation, applications for
registrations thereof) in, and ownership of, the Work Product that the Consultant may have, as and
when such rights arise. The Consultant further agrees that it will execute, and will cause its
applicable employees to execute, all documents necessary to enable the Company to protect and
record its ownership of the Work Product.



     8. Competitors. The Company recognizes that Consultant shall devote less than all of his
business time to the performance of his duties with the Company. The Company also recognizes that
Consultant may have pre-existing affiliations with other companies, including companies in the
vaccine industry. Consultant agrees to notify the Chief Medical Officer of the Company before
entering into a new business relationship with any other company in the vaccine industry.



     9. Authority to Contract. The Company represents and warrants to Consultant that the
execution and delivery of this Agreement and the performance of the provisions hereof have been
duly authorized by all necessary action on its part, that this Agreement has been duly and validly
executed and delivered by it, that this Agreement constitutes a valid and legally binding agreement
enforceable against it in accordance with its terms. Consultant represents and warrants to the
Company that this Agreement has been duly and validly executed and delivered by him, that this
Agreement constitutes a valid and legally binding agreement enforceable against him in accordance
with its terms, and that neither the execution and delivery of this Agreement nor the performance
of the provisions hereof constitute or will constitute a violation of any contract, or other
agreement or relationship to which he is a party or by which he is bound.



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     10. Entire Agreement. This Agreement supersedes all prior oral or written negotiations,
understandings or agreements between the parties with respect to the subject matter hereof. Except
as otherwise set forth herein there are no agreements, understandings, commitments,
representations, or warranties with respect to the subject matter hereof. This Agreement and the
terms, covenants and conditions set forth herein shall inure to the benefit of and will be binding
on the parties hereto and their respective successors in interest and permitted assigns.



     11. Assignment. Consultant shall not assign or subcontract his rights or obligations under
this Agreement.



     12. Amendment. This Agreement may not be amended, modified, waived or canceled except by a
writing signed by each party hereto.



     13. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall constitute one and
the same instrument. This Agreement may be executed with the signatures to be transmitted by
facsimile. A facsimile signature shall be treated for all purposes as an original signature.



     14. Equitable Relief.



          (a) In the event that any provision of Section 5 or 7 shall be
declared by a court of competent jurisdiction to exceed the maximum time period
or areas such court deems reasonable and enforceable, said time period and/or
areas of restriction shall be deemed to become and thereafter be the maximum
time period and/or areas which such court deems reasonable and enforceable.




          (b) Consultant recognizes and agrees that the Company’s remedy at
law for any breach of the provisions of Sections 5, 6 or 7 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.




     15. No Waiver. No consent or waiver, express or implied, by either party hereto of any term
or provision of this Agreement, or of any breach or default by the other party in the performance
of its obligations hereunder shall be valid unless in writing, and no such consent or waiver shall
be deemed or construed to be the consent or waiver by such party of any other term or provision of
this Agreement, or of any other breach or default by the other party in the performance of its
obligations hereunder. Failure on the part of either party to object to any act or failure to act
of the other party or to declare the other party in default, irrespective of how long such failure
continues, shall not constitute a waiver by such party of its rights hereunder.



     16. Headings. The headings of the Sections of this Agreement are inserted for convenience of
reference only and shall not in any manner affect the construction or meaning of anything herein
contained or govern the rights or liabilities of the parties hereto.



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     17. Notices. All notices and other communications required or permitted under this Agreement
shall be in writing and hand delivered, sent by an internationally recognized express courier
service or by facsimile to the recipient party’s address set forth below, or at such other address
as either party shall provide to the other party. Such notices and other communications shall be
effective upon receipt if hand delivered, three (3) days after sending if sent by overnight courier
and the date of delivery if sent by facsimile and a confirmation is received.



	 	 	 
	If to the Company:

	 	Novavax, Inc.
	 

	 	9920 Belward Campus Drive
	 

	 	Rockville, MD 20850
	 

	 	Attention: Chief Medical Officer
	 

	 	Facsimile: 240-268-2123
	 
	 	 
	If to the Consultant:

	 	Len Stigliano
	 

	 	685 Wyndrise Drive
	 

	 	Blue Bell, PA 19422






     18. Governing Law. This Agreement will be governed by and construed in accordance with the
laws of the State of Maryland without regard to its conflict of laws principles.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 	 	 
	NOVAVAX, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Rahul Singhvi
 

	 	 
	 	/s/ Len Stigliano
  

	 	 
	Rahul Singhvi	 	 	 	Len Stigliano	 	 
	President and CEO	 	 	 	Consultant	 	 







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EXHIBIT A




CONSULTING SERVICES TO BE PERFORMED



Satisfactory completion of the following services (the “Services”) shall be provided by
CONSULTANT.




     Provide financial consulting services on an as needed basis as requested by Company.