<SUBMISSION>
<ACCESSION-NUMBER>0001299933-05-004202
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20050816
<ITEMS>1.01
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20050816
<DATE-OF-FILING-DATE-CHANGE>20050816
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>NOVAVAX INC
<CIK>0001000694
<ASSIGNED-SIC>2836
<IRS-NUMBER>222816046
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-26770
<FILM-NUMBER>051031206
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>508 LAPP ROAD
<CITY>MALVERN
<STATE>PA
<ZIP>19355
<PHONE>4849131200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>508 LAPP ROAD
<CITY>MALVERN
<STATE>PA
<ZIP>19355
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_6568.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<TITLE> Novavax, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	August 16, 2005
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	Novavax, Inc.
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	(Exact name of registrant as specified in its charter)
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	Delaware
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	0-26770
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	22-2816046
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	508 Lapp Road, Malvern, Pennsylvania
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	19355
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_________________________________<BR>
	(Address of principal executive offices)
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	484-913-1200
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
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[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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	Item 1.01 Entry into a Material Definitive Agreement.
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Change in Control Severance Plan<br><br>On August 10, 2005, the Board of Directors of the Company adopted a Change in Control Severance Plan (the "Plan").  The purpose of the Plan is to provide severance pay and benefits to a select group of employees who terminate their employment with the Company following a "Change in Control" event, to provide such employees with an incentive to remain with the Company and consummate a strategic corporate sale or transaction that maximizes shareholder value.<br><br>Severance pay and benefits are triggered under the Plan upon the involuntary termination of a participant&#x2019;s employment for a reason other than "cause" or a participant&#x2019;s voluntary resignation as a result of a "constructive termination," within 24 months (in the case of the President and Chief Executive Officer) or 12 months (in the case of other participating employees) of a Change in Control, as each such term is defined in the Plan.<br><br>In the event that pay and benefits are triggered, the President and Chief Executive Officer is entitled, among other things, to receive severance pay in an amount equal to 24 months&#x2019; base salary, payable in a lump-sum; the payment of premiums for health, dental and vision coverage under Company plans for a period of 24 months; a bonus of 100% of such executive&#x2019;s target annual bonus award; and the vesting of all unvested stock option grants, exercisable within one year.<br><br>Participating employees other than the President and Chief Executive Officer are entitled, among other things, to receive severance pay in an amount equal to 12 months&#x2019; base salary, payable in a lump-sum; the payment of premiums for health, dental and vision coverage under Company plans for a period of 12 months; a bonus of 100% of such executive&#x2019;s target annual bonus award; and the vesting of all unvested stock option grants, exercisable within one year.<br><br>Participants in the Plan will be recommended by the President and Chief Executive Officer and approved by the Board of Directors.  Selected participants with existing severance agreements will be given the choice to elect being covered by the Plan or their existing agreements, whichever is more favorable.  Current participants in the Plan approved by the Board effective August 10, 2005 include Rahul Singhvi, President and Chief Executive Officer; Raymond Hage, Senior Vice President and Chief Operating Officer; Stephen Bandak, Vice President - Medical Affairs and Quality Systems; and Gale Smith, Vice President - Vaccine Development.<br><br>	Indemnity Agreements<br><br>	Effective August 10, 2005, the Board of Directors authorized the execution of indemnity agreements with each member of the Board of Directors.  The purpose of the agreements is to provide such individuals with an incentive to remain on the Board and, in certain cases, as officers of the Company, by providing them greater clarity with respect to their indemnification rights.<br><br>Each agreement provides that, with respect to third party proceedings, the Company is obligated to indemnify a director if such director was or is a party or is threatened to be made a party to any proceeding (other than a proceeding by or in the right of the Company) by reason of the fact that he or she is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all "expenses" (as defined in the agreements), judgments, fines and amounts paid in settlement actually and reasonably incurred by the director (or on his or her behalf) in connection with such proceeding.  In order to be eligible for indemnification, the director must have acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.  <br><br>The Company is also obligated to provide indemnification if the director was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the individual is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all expenses actually and reasonably incurred by the director (or on his or her behalf) in connection with the defense or settlement of such proceeding (or any claim, issue or matter therein).  Again, no such indemnification is permitted unless the indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.  In addition, no indemnification shall be made in respect of any claim, issue or matter as to which a director shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery (or other court in which such proceeding was brought or is pending) determines that, despite the adjudication of liability but in view of all the circumstances of the case, the director is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.  <br><br>To the extent that a director has been successful on the merits or otherwise (whether partially or in full) in defense of any proceeding referred to above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against all expenses actually and reasonably incurred in connection therewith.  Moreover, indemnitees have the right to advancement by the Company prior to the final disposition of any proceeding or any claim, issue or other matter therein of any and all expenses incurred in defense of such proceeding or any claim, issue or other matter.  A director must repay any amounts actually advanced to him or her that, at the final disposition of the proceeding to which the advance related, exceeded the amounts paid or payable by the director.  The Company must also have received an undertaking by or on behalf of the director to repay such amounts to the extent that it is ultimately determined that the director is not entitled to be indemnified. <br><br>A condition precedent to the right to be indemnified or receive advancement of expenses is the delivery of written notice by the director to the Company as soon as practicable of any proceeding for which indemnity or advancement will or could be sought.  A director will be entitled to indemnification so long as he or she met the appropriate standard of conduct or was successful on the merits or otherwise in defense of any such proceeding.  Determination of a director&#x2019;s entitlement to indemnification will be made, in the case of a change in control, by independent counsel to the Board and, in all other cases, by a majority vote of disinterested directors (even though less than a quorum), independent counsel, majority vote of a quorum of outstanding stock of all classes entitled to vote, or a court of competent jurisdiction.<br><br>As authorized by the Board, the Company will enter into an indemnity agreement with all seven members of its Board of Directors. <br>
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	Item 8.01 Other Events.
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On August 12, 2005, the Company implemented a measure to further reduce costs associated with its commercial operations.  The Company continues to restructure its operations to focus resources on the development of the Company&#x2019;s drug delivery and biological programs while at the same time seeking a partner for Estrasorb.  The restructuring plan eliminates the Company&#x2019;s approximately 35-person field sales force but maintains its internal commercial operations to support ongoing product sales. Total one-time severance costs and related car lease termination costs are estimated to be approximately $300,000.
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	Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits.<br><br>99.1	Change in Control Severance Benefit Plan, as adopted August 10, 2005<br><br>99.2	Form of Indemnity Agreement, as authorized August 10, 2005<br><br>
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	SIGNATURES
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
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	Novavax, Inc.
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	August 16, 2005
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	By:
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<I>
	Dennis W. Genge
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	Name: Dennis W. Genge
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	Title: Vice President and Chief Financial Officer
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	Exhibit No.
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	Description
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Change in Control Severance Plan
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Indemnity Agreement
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<TYPE>EX-1
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>NOVAVAX, INC.</B></FONT>



<P align="center" style="font-size: 12pt"><B>CHANGE IN CONTROL SEVERANCE BENEFIT PLAN</B>



<P align="left" style="font-size: 12pt"><B>Section&nbsp;1. </B><FONT style="font-variant: SMALL-CAPS"><B>Introduction.</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">The<FONT style="font-variant: SMALL-CAPS"> <B>Novavax, Inc. Change in Control Severance Benefit Plan</B></FONT> (&#147;Plan&#148;) was approved by
the Board of Directors (the &#147;Board&#148;) of Novavax, Inc. (the &#147;Company&#148;) and became effective on
August&nbsp;10, 2005. The purpose of the Plan is to provide severance benefits to certain eligible
employees of the Company in the event of their termination of employment in connection with a
Change in Control (as defined herein). This Plan document also is the Summary Plan Description for
the Plan.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
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    <TD colspan="3" valign="top" align="left">Certain capitalized terms used in the Plan are defined in Section&nbsp;6.<BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Section&nbsp;2.</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-variant: SMALL-CAPS"><B>Eligibility For Benefits.</B></FONT></TD>
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</DIV>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(a)&nbsp;General Rules.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(i)&nbsp;</B>Subject to the requirements set forth in this Section&nbsp;2, the Company shall grant benefits
under the Plan to Eligible Employees. &#147;<B>Eligible Employees&#148; </B>include those employees of the Company
who are approved by the Board in its sole and absolute discretion and designated as participants in
this Plan. Employees who have been selected to participate by the Board shall be listed on Exhibit
A to this Plan. At any time the Board may select additional employees to participate in the Plan,
but no employee or other service provider of the Company who has not been specifically approved by
the Board shall be eligible for benefits hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(ii)&nbsp;</B>An Eligible Employee shall be eligible for benefits under this Plan if the Eligible
Employee&#146;s employment with the Company terminates due to an Involuntary Termination without Cause
for a reason other than the Eligible Employee&#146;s death or Disability, or as a result of a
Constructive Termination, which in either case occurs: (x)&nbsp;on or within <B>&#091;twenty-four (24)&#093; &#091;twelve
(12)&#093; </B>months after the effective date of a Change in Control, or (y)&nbsp;before the effective date of a
Change in Control, but after the first date on which the Board and/or senior management of the
Company has entered into formal negotiations with a potential acquiror that results in the
consummation of a Change in Control (provided, however, that in no event shall a termination of
employment occurring more than one (1)&nbsp;year before the effective date of a Change in Control be
covered by this Plan).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(b)&nbsp;Other Requirements</B>.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(i)&nbsp;</B>In order to be eligible to receive benefits under the Plan, an Eligible Employee must
execute a general waiver and release of all legal claims against the Company and its Affiliates and
their representatives on a form satisfactory to the Company.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(ii)&nbsp;</B>Any Change in Control that triggers the payment of benefits under this Plan must occur
during the term of this Plan as specified in Section&nbsp;5(b).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(c)&nbsp;Exceptions. </B>Notwithstanding the foregoing:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(i)&nbsp;</B>An Eligible Employee who is eligible for severance benefits under any other severance
plan, policy or program of the Company in effect on their Termination Date, including under any
individually negotiated employment contract or agreement between the Eligible Employee and the
Company that provides for severance pay or benefits (hereinafter &#147;Other Severance Program&#148;), shall
be eligible to elect as between the receipt of the severance benefits provided under this Plan, or,
alternatively, may elect to receive the severance pay and benefits under any such Other Severance
Program. Such an election must be made by no later than thirty (30)&nbsp;days after the Termination
Date (or, if earlier, the date on which the Company becomes obligated to pay severance benefits
under the Other Severance Program), and if an Eligible Employee fails to make a timely election, he
or she shall be deemed to have elected to receive severance benefits under the Other Severance
Program. Notwithstanding the above, in the case of an Eligible Employee whose Termination Date
precedes a Change in Control, he or she initially may receive severance benefits under any Other
Severance Program. If a Change in Control subsequently becomes effective, and the Eligible
Employee is entitled to severance benefits under this Plan, he or she may at that time elect to
receive the Plan benefits (with any such election only being effective if made by no later than
thirty (30)&nbsp;days after the effective date of the Change in Control), and, as a condition to the
receipt of those benefits, the Eligible Employee must repay to the Company in cash, by a date to be
determined by the Company, the full amount of any severance pay or benefits that he or she received
pursuant to the Other Severance Program (net of taxes paid or withheld on behalf of the Eligible
Employee), and including the value of insurance premiums or other benefits paid by the Company for
on or behalf of the Eligible Employee or his dependents. To the extent an Eligible Employee has
received accelerated vesting of any stock option or other equity under the Other Severance Program,
that shall continue to be given effect even if the Eligible Employee elects to receive severance
pay or benefits under this Plan. An election is only effective under this Section if made in
writing and delivered to the Plan Administrator on or before the required date.


<P align="left" style="font-size: 12pt; text-indent: 4%">If the Eligible Employee chooses to receive severance benefits under any Other Severance
Program (and no repayment occurs within the date determined by the Company, if applicable), the
Employee shall not be eligible for any severance benefits under this Plan, and the Eligible
Employee agrees to forego the severance pay and benefits under such Other Severance Program if they
elect to receive benefits under this Plan.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(ii)&nbsp;</B>An Eligible Employee whose employment is terminated by the Company for Cause at any time,
who terminates employment voluntarily for a reason other than a Constructive Termination (including
termination of employment because of the Eligible Employee&#146;s death or Disability), whose employment
terminates for any reason, whether initiated by the Eligible Employee or the Company, more than
<B>&#091;twenty-four (24)&#093; &#091;twelve (12)&#093; </B>months after the effective date of a Change in Control or before
the beginning of formal negotiations with a potential acquiror of the Company&#146;s business or more
than one year before the effective date of Change in Control (even if formal negotiations with a
potential acquiror have begun), shall not be eligible to receive Change in Control severance
benefits under this Plan (and the Eligible Employee&#146;s participation in this Plan shall terminate at
that time).


<P align="left" style="font-size: 12pt"><B>Section&nbsp;3. </B><FONT style="font-variant: SMALL-CAPS"><B>Amount and Type Of Benefits; Limitations and Exceptions.</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">Benefits payable under the Plan are as follows and are subject to the following limitations
and exceptions:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(a)&nbsp;</B>Eligible Employees shall receive the benefits described in the applicable Benefit Schedule
attached hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(b)&nbsp;</B>All fringe benefits not otherwise covered by this Plan and the attached Benefits Schedule
(such as, but not limited to, pension/retirement, life insurance, disability coverage and other
welfare benefits) shall terminate as of the employee&#146;s Termination Date (except to the extent that
the specific plans or programs provide for extended coverage or if any conversion privilege is
available thereunder).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(c)&nbsp;Parachute Payments</B>.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(i)&nbsp;</B>Notwithstanding the above, if any payment or benefit that an Eligible Employee would
receive under this Plan, when combined with any other payment or benefit he or she receives that is
contingent upon a Change in Control (&#147;Payment&#148;) would (i)&nbsp;constitute a &#147;parachute payment&#148; within
the meaning of Section&nbsp;280G of the Code, and (ii)&nbsp;but for this sentence, be subject to the excise
tax imposed by Section&nbsp;4999 of the Code (&#147;Excise Tax&#148;), then such Payment shall be either (x)&nbsp;the
full amount of such Payment or (y)&nbsp;such lesser amount (with Payments being reduced in the order and
priority established by the Board) as would result in no portion of the Payment being subject to
the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal,
state and local employment taxes, income taxes, and the Excise Tax results in the Eligible
Employee&#146;s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding
that all or some portion of the Payment may be subject to the Excise Tax. The Eligible Employee
shall be solely responsible for the payment of all personal tax liability that is incurred as a
result of the payments and benefits received under this Plan, and Participant will not be
reimbursed by the Company for any such payments.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(ii)&nbsp;</B>The Company shall attempt to cause its accountants to make all of the determinations
required to be made under Section&nbsp;3(c)(i), or, in the event the Company&#146;s accountants will not
perform such service, the Company may select another professional services firm to perform the
calculations. The Company shall request that the accountants or firm provide detailed supporting
calculations both to the Company and Eligible Employee prior to the Change in Control if
administratively feasible or subsequent to the Change in Control if events occur that result in
parachute payments to the Eligible Employee at that time. For purposes of making the calculations
required by Section&nbsp;3(c), the accountants or firm may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good faith determinations
concerning the application of the Code. The Company and Eligible Employee shall furnish to the
accountants or firm such information and documents as the accountants or firm may reasonably
request in order to make a determination under this Section&nbsp;3(c). The Company shall bear all costs
the accountants or firm may reasonably incur in connection with any calculations contemplated by
Section&nbsp;3(c). Any such determination by the Company&#146;s accountants or other firm shall be binding
upon the Company and Eligible Employee, and the Company shall have no liability to Eligible
Employees for the determinations of its accountants or other firm.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(d)&nbsp;</B>Any provisions contained in the Company&#146;s stock option or equity plans, or contained in an
Eligible Employee&#146;s individual stock option agreement with the Company, regarding the accelerated
vesting or exercisability of stock options or awards upon a Change in Control shall continue to
apply and may be supplemented by, but shall not be superseded by, the terms of this Plan.


<P align="left" style="font-size: 12pt"><B>Section&nbsp;4. </B><FONT style="font-variant: SMALL-CAPS"><B>Time Of Payment And Form&nbsp;Of Benefit; Indebtedness.</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(a)&nbsp;</B>Cash benefits under this Plan as described in the attached Benefit Schedule, less
applicable tax withholdings, shall be paid to an Eligible Employee in a lump sum. The Company
reserves the right to determine the timing of such payments, provided, however, that all payments
under this Plan shall be completed within sixty (60)&nbsp;days after an Eligible Employee&#146;s Termination
Date or, in the case where an Eligible Employee&#146;s Termination Date precedes a Change in Control,
sixty (60)&nbsp;days after the effective date of the Change in Control (subject to the provisions
requiring later payment set forth in Section 4(c) below). Notwithstanding the above, no payment
shall be made under this Plan prior to the last day of any waiting period or revocation period as
required by applicable law in order for the general waiver and release of legal claims required by
Section&nbsp;2(b)(i) of this Plan to be effective.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(b)&nbsp;</B>If an Eligible Employee is indebted to the Company at his or her payment date, the Company
reserves the right to offset any payments under the Plan by the amount of such indebtedness.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(c)&nbsp;</B>Notwithstanding anything to the contrary herein, in the event the severance benefits
described herein are subject to the provisions regarding deferred compensation set forth in Section
409A of the Code, then any payments to &#147;key employees,&#148; as defined in the Code and the applicable
regulations, shall not be made until the earliest date sufficient to avoid the imposition of tax or
penalties under Section&nbsp;409A.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>&nbsp;</B></TD>
    <TD width="1%"><B>&nbsp;</B></TD>
    <TD><B>Section&nbsp;5. </B><B>Right To Interpret Plan; Amend And Terminate; Other Arrangements; Binding Nature Of
Plan.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(a)&nbsp;Exclusive Discretion. </B>The Plan Administrator (defined below) shall have the exclusive
discretion and authority to establish rules, forms, and procedures for the administration of the
Plan, and to construe and interpret the Plan and to decide any and all questions of fact,
interpretation, definition, computation or administration arising in connection with the operation
of the Plan, including, but not limited to, the eligibility to participate in the Plan and the
amount of benefits paid under the Plan. The rules, interpretations, computations and other actions
of the Plan Administrator shall be binding and conclusive on all persons.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(b)&nbsp;Term Of Plan; Amendment Or Termination.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(i)&nbsp;</B>The Board reserves the right to amend or modify the terms of the Plan or the benefits
provided hereunder at any time, provided, however, that any such amendment or modification that
diminishes or otherwise adversely affects the rights or benefits of an Eligible Employee under the
Plan shall only become effective upon the written consent of any such affected Eligible Employee.
The Board may terminate the Plan at any time with the written consent of the Eligible Employees, or
may terminate a particular Eligible Employee&#146;s participation in the Plan or entitlement to benefits
with the written consent of such Eligible Employee. Notwithstanding the above, the Plan may be
terminated by the Board in its discretion, without the consent of any Eligible Employee, at any
time after the date that is <B>&#091;twenty-four (24)&#093; &#091;twelve (12)&#093; </B>months after a Change in Control
event, provided that all unpaid severance benefits related to such Change in Control have been paid
to Eligible Employees whose Termination Date occurred prior to the termination of the Plan.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(ii)&nbsp;</B>Eligible Employees shall have the right to be promptly notified that any action amending
or terminating the Plan has been taken.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(c)&nbsp;Other Change in Control Severance Arrangements. </B>The Company reserves the right to make
other arrangements regarding Change in Control severance benefits in special circumstances.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(d)&nbsp;Binding Effect On Successor To Company. </B>This Plan shall be binding upon any successor or
assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Company, or upon any successor to the Company as
the result of a Change in Control, and any such successor or assignee shall be required to perform
the Company&#146;s obligations under the Plan, in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment or Change in Control had
taken place. In such event, the term &#147;Company,&#148; as used in the Plan, shall mean the Company as
hereinafter defined and any successor or assignee as described above which by reason hereof becomes
bound by the terms and provisions of this Plan, and the term &#147;Board&#148; shall refer to the Board of
Directors of any such surviving or continuing entity.


<P align="left" style="font-size: 12pt"><B>Section&nbsp;6. </B><FONT style="font-variant: SMALL-CAPS"><B>Definitions.</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">Capitalized terms used in this Plan, unless defined elsewhere in this Plan, shall have the
following meanings:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(a)&nbsp;Accrued Compensation </B>means an amount which includes all amounts earned or accrued through
the Termination Date but not paid as of the Termination Date, including (i)&nbsp;Pay, (ii)&nbsp;reimbursement
for reasonable and necessary expenses incurred by the Eligible Employee on behalf of the Company
during the period ending on the Termination Date, (iii)&nbsp;unused vacation pay, and (iv)&nbsp;any earned
and accrued bonuses and incentive compensation as of the Termination Date (but not including any
pro rata portion of the Bonus Amount).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(b)&nbsp;Affiliate </B>means any parent corporation or subsidiary corporation of the Company, whether
now or hereafter existing, as those terms as defined in Sections 424(e) and (f), respectively, of
the Code.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(c)&nbsp;Bonus Amount </B>means one hundred percent (100%) of the target annual performance bonus
amount that an Eligible Employee is eligible to receive for the period that includes the
Termination Date. If an Eligible Employee&#146;s bonus is calculated on a monthly or quarterly basis,
the maximum bonus award for these purposes shall be the amount determined by annualizing the
maximum monthly or quarterly payment.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(d)&nbsp;Cause </B>means (i)&nbsp;conviction of, a guilty plea with respect to, or a plea of <I>nolo contendere</I>
to a charge that the Eligible Employee has committed a felony under the laws of the United States
or of any state or a crime involving moral turpitude, including, but not limited to, fraud, theft,
embezzlement or any crime that results in or is intended to result in personal enrichment at the
expense of the Company; (ii)&nbsp;material breach of any agreement entered into between the Eligible
Employee and the Company that impairs the Company&#146;s interest therein; (iii)&nbsp;willful misconduct,
significant failure to perform the Eligible Employee&#146;s duties, or gross neglect by the Eligible
Employee of the Eligible Employee&#146;s duties; or (iv)&nbsp;engagement in any activity that constitutes a
material conflict of interest with the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(e)&nbsp;Change in Control </B>means (i)&nbsp;a sale, lease, license or other disposition of all or
substantially all of the assets of the Company, (ii)&nbsp;a consolidation or merger of the Company with
or into any other corporation or other entity or person, or any other corporate reorganization, in
which the shareholders of the Company immediately prior to such consolidation, merger or
reorganization, own less that fifty percent (50%) of the outstanding voting power of the surviving
entity and its parent following the consolidation, merger or reorganization, or (iii)&nbsp;any
transaction or series of related transactions involving a person or entity, or a group of
affiliated persons or entities (but excluding any employee benefit plan or related trust sponsored
or maintained by the Company or an Affiliate) in which such persons or entities that were not
shareholders of the Company immediately prior to their acquisition of Company securities as part of
such transaction become the owners, directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the combined voting power of the Company&#146;s then
outstanding securities other than by virtue of a merger, consolidation or similar transaction and
other than as part of a private financing transaction by the Company, or (iv)&nbsp;a Change in the
Incumbent Board. For purposes of this Plan, a Change in the Incumbent Board shall occur if the
existing members of the Board on the date this Plan is initially adopted by the Board (the
&#147;<B><I>Incumbent Board</I></B>&#148;) cease to constitute at least a majority of the members of the Board,
<U>provided</U>, <U>however</U>, that any new Board member shall be considered a member of the
Incumbent Board for this purpose if the appointment or election (or nomination for such election)
of the new Board member was approved or recommended by a majority vote of the members of the
Incumbent Board who are then still in office.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(f)&nbsp;Code </B>means the Internal Revenue Code of 1986, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(g)&nbsp;Company </B>means Novavax, Inc., a Delaware corporation, and any successor as provided in
Section 5(d) hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(h)&nbsp;Constructive Termination </B>means a termination initiated by an Eligible Employee because any
of the following events or conditions have occurred:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(i)&nbsp;</B>a change in the Eligible Employee&#146;s status, title, position or responsibilities (including
reporting responsibilities) which represents an adverse change from the Eligible Employee&#146;s status,
title, position or responsibilities as in effect immediately preceding the effective date of a
Change in Control or at any time thereafter; the assignment to the Eligible Employee of any duties
or responsibilities which are inconsistent with the Eligible Employee&#146;s status, title, position or
responsibilities as in effect immediately preceding the effective date of a Change in Control or at
any time thereafter; except in connection with the termination of the Eligible Employee&#146;s
employment for Cause or the termination of an Eligible Employee&#146;s employment because of an Eligible
Employee&#146;s Disability or death, or except as the result of a voluntary termination by the Eligible
Employee other than as a result of a Constructive Termination;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(ii)&nbsp;</B>a reduction in the Eligible Employee&#146;s Pay or any failure to pay the Eligible Employee
any compensation or benefits to which the Eligible Employee is entitled within five (5)&nbsp;days of the
date due;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(iii)&nbsp;</B>the Company&#146;s requiring the Eligible Employee to relocate his principal worksite to any
place outside a thirty (30)&nbsp;mile radius of the Eligible Employee&#146;s current worksite, except for
reasonably required travel on the business of the Company or its Affiliates which is not materially
greater than such travel requirements prior to the Change in Control;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(iv)&nbsp;</B>the failure by the Company to (A)&nbsp;continue in effect (without reduction in benefit level
and/or reward opportunities) any material compensation or employee benefit plan in which the
Eligible Employee was participating immediately preceding the effective date of a Change in Control
or at any time thereafter, unless such plan is replaced with a plan that provides substantially
equivalent compensation or benefits to the Eligible Employee, or (B)&nbsp;provide the Eligible Employee
with compensation and benefits, in the aggregate, at least equal (in terms of benefit levels and/or
reward opportunities) to those provided for under each other employee benefit plan, program and
practice in which the Eligible Employee was participating immediately preceding the date of a
Change in Control or at any time thereafter;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(v)&nbsp;</B>the insolvency or the filing (by any party, including the Company) of a petition for
bankruptcy of the Company, which petition is not dismissed within sixty (60)&nbsp;days;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(vi)&nbsp;</B>any material breach by the Company of any provision of this Plan;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(vii)&nbsp;</B>the failure of the Company to obtain an agreement, satisfactory to the Eligible
Employee, from any successors and assigns to assume and agree to perform the obligations created
under this Plan as a result of a Change in Control, as contemplated in Section&nbsp;5 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(i)&nbsp;Disability </B>means the permanent and total disability of a person within the meaning of
Section&nbsp;22(e)(3) of the Code.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(j)&nbsp;Eligible Employee </B>means an individual specified in Section 2(a) who is eligible to
participate in the Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(k)&nbsp;Involuntary Termination without Cause </B>means the termination of an Eligible Employee&#146;s
employment which is initiated by the Company for a reason other than Cause.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(l)&nbsp;Pay </B>means the Eligible Employee&#146;s base pay (excluding incentive pay, premium pay,
commissions, overtime, bonuses and other forms of supplemental or variable compensation) at the
rate in effect during the regularly scheduled payroll period coincident with the Change in Control
or with the Termination Date, whichever is greater.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(m)&nbsp;Plan </B>means this Novavax, Inc. Change in Control Severance Benefit Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(n)&nbsp;Termination Date </B>means the last date on which the Eligible Employee is in active pay
status as an employee with the Company. A holiday cannot constitute a Termination Date unless the
Eligible Employee actively provided services for the Company on such holiday.


<P align="left" style="font-size: 12pt"><B>Section&nbsp;7. </B><FONT style="font-variant: SMALL-CAPS"><B>No Implied Employment Contract.</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">The Plan shall not be deemed (i)&nbsp;to give any employee or other person any right to be retained
in the employ of the Company, or (ii)&nbsp;to interfere with the right of the Company to discharge any
employee or other person at any time and for any reason, which right is hereby reserved.


<P align="left" style="font-size: 12pt"><B>Section&nbsp;8. </B><FONT style="font-variant: SMALL-CAPS"><B>Legal Construction.</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">This Plan is intended to be governed by and shall be construed in accordance with the Employee
Retirement Income Security Act of 1974, as amended (&#147;ERISA&#148;) and, to the extent not preempted by
ERISA, the laws of the State of Pennsylvania.


<P align="left" style="font-size: 12pt"><B>Section&nbsp;9. </B><FONT style="font-variant: SMALL-CAPS"><B>Claims, Inquiries And Appeals. </B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(a)&nbsp;Claims for Benefits and Inquiries. </B>Any claim for benefits, inquiries about the Plan or
inquiries about present or future rights under the Plan must be submitted to the Plan Administrator
in writing by an Eligible Employee (or his or her authorized representative). The Plan
Administrator is the Compensation Committee of the Board, or its designee, and claims and inquiries
should be directed to:


<P align="center" style="font-size: 12pt">Novavax, Inc.<BR>
508 Lapp Road<BR>
Malvern, PA 19355<BR>
Attn: Vice President of Human Resources, the Chief Executive Officer, or the Chairman of the<BR>
Compensation Committee of the Board



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(b)&nbsp;Denial of Claims. </B>In the event that any claim for benefits is denied in whole or in part,
the Plan Administrator must provide the claimant with written or electronic notice of the denial of
the claim, and of the claimant&#146;s right to review the denial. Any electronic notice will comply
with the regulations of the U.S. Department of Labor. The notice of denial will be set forth in a
manner designed to be understood by the claimant and will include the following:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(i)&nbsp;</B>the specific reason or reasons for the denial;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(ii)&nbsp;</B>references to the specific Plan provisions upon which the denial is based;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(iii)&nbsp;</B>a description of any additional information or material that the Plan Administrator
needs to complete the review and an explanation of why such information or material is necessary;
and


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(iv)&nbsp;</B>an explanation of the Plan&#146;s review procedures and the time limits applicable to such
procedures, including a statement of the applicant&#146;s right to bring a civil action under Section
502(a) of ERISA following a denial on review of the claim, as described in Section 9(d) below.


<P align="left" style="font-size: 12pt; text-indent: 4%">This notice of denial will be given to the claimant within ninety (90)&nbsp;days after the Plan
Administrator receives the claim, unless special circumstances require an extension of time, in
which case, the Plan Administrator has up to an additional ninety (90)&nbsp;days for processing the
claim. If an extension of time for processing is required, written notice of the extension will be
furnished to the claimant before the end of the initial ninety (90)&nbsp;day period.


<P align="left" style="font-size: 12pt; text-indent: 4%">This notice of extension will describe the special circumstances necessitating the additional
time and the date by which the Plan Administrator is to render its decision on the claim.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(c)&nbsp;Request for a Review. </B>Any person (or that person&#146;s authorized representative) for whom a
claim for benefits is denied, in whole or in part, may appeal the denial by submitting a request
for a review to the Plan Administrator within sixty (60)&nbsp;days after the claim is denied. A request
for a review shall be in writing and shall be addressed to:


<P align="center" style="font-size: 12pt">Novavax, Inc.<BR>
508 Lapp Road<BR>
Malvern, PA 19355<BR>
Attn: Vice President of Human Resources, the Chief Executive Officer, or the Chairman of the<BR>
Compensation Committee of the Board



<P align="left" style="font-size: 12pt">A request for review must set forth all of the grounds on which it is based, all facts in support
of the request and any other matters that the claimant feels are pertinent. The claimant (or his
or her representative) shall have the opportunity to submit (or the Plan Administrator may require
the claimant to submit) written comments, documents, records, and other information relating to his
or her claim. The claimant (or his or her representative) shall be provided, upon request and free
of charge, reasonable access to, and copies of, all documents, records and other information
relevant to his or her claim. The review shall take into account all comments, documents, records
and other information submitted by the claimant (or his or her representative) relating to the
claim, without regard to whether such information was submitted or considered in the initial
benefit determination.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(d)&nbsp;Decision on Review. </B>The Plan Administrator will act on each request for review within
sixty (60)&nbsp;days after receipt of the request, unless special circumstances require an extension of
time (not to exceed an additional sixty (60)&nbsp;days), for processing the request for a review. If an
extension for review is required, written notice of the extension will be furnished to the claimant
within the initial sixty (60)&nbsp;day period. This notice of extension will describe the special
circumstances necessitating the additional time and the date by which the Plan Administrator is to
render its decision on the review. The Plan Administrator will give prompt, written or electronic
notice of its decision to the claimant. Any electronic notice will comply with the regulations of
the U.S. Department of Labor. In the event that the Plan Administrator confirms the denial of the
claimant for benefits in whole or in part, the notice will set forth, in a manner calculated to be
understood by the applicant, the following:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(i)&nbsp;</B>the specific reason or reasons for the denial;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(ii)&nbsp;</B>references to the specific Plan provisions upon which the denial is based;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(iii)&nbsp;</B>a statement that the claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other information relevant to his
or her claim; and


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(iv)&nbsp;</B>a statement of the claimant&#146;s right to bring a civil action under Section 502(a) of
ERISA.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(e)&nbsp;Rules and Procedures. </B>The Plan Administrator will establish rules and procedures,
consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its
responsibilities in reviewing benefit claims. The Plan Administrator may require a claimant who
wishes to submit additional information in connection with an appeal from the denial of benefits to
do so at the claimant&#146;s own expense.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(f)&nbsp;Exhaustion of Remedies. </B>No legal action for benefits under the Plan may be brought until
the claimant (i)&nbsp;has submitted a written claim for benefits in accordance with the procedures
described by Section 9(a) above, (ii)&nbsp;has been notified by the Plan Administrator that the claim is
denied, (iii)&nbsp;has filed a written request for a review of the claim in accordance with the appeal
procedure described in Section 9(c) above, and (iv)&nbsp;has been notified that the Plan Administrator
has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond
to a Participant&#146;s claim or appeal within the relevant time limits specified in this Section&nbsp;9, the
Participant may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA.


<P align="left" style="font-size: 12pt"><B>Section&nbsp;10. </B><FONT style="font-variant: SMALL-CAPS"><B>Basis Of Payments To And From Plan.</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">All benefits under the Plan shall be paid by the Company. The Plan shall be unfunded, and
benefits hereunder shall be paid only from the general assets of the Company.


<P align="left" style="font-size: 12pt"><B>Section&nbsp;11. </B><FONT style="font-variant: SMALL-CAPS"><B>Other Plan Information.</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(a)&nbsp;Employer and Plan Identification Numbers. </B>The Employer Identification Number assigned to
the Company (which is the &#147;<I>Plan Sponsor</I>&#148; as that term is used in ERISA) by the Internal Revenue
Service is 22-2816046. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the
instructions of the Internal Revenue Service is 550.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(b)&nbsp;Ending Date for Plan&#146;s Fiscal Year. </B>The date of the end of the fiscal year for the
purpose of maintaining the Plan&#146;s records is December&nbsp;31.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(c)&nbsp;Agent for the Service of Legal Process. </B>The agent for the service of legal process with
respect to the Plan is:


<P align="center" style="font-size: 12pt">Novavax, Inc.<BR>
508 Lapp Road<BR>
Malvern, PA 19355<BR>
Attn: Vice President of Human Resources, the Chief Executive Officer, or the Chairman of the<BR>
Compensation Committee of the Board



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(d)&nbsp;Plan Sponsor and Administrator. </B>The &#147;Plan Sponsor&#148; is the Company and the &#147;Plan
Administrator&#148; of the Plan is the Compensation Committee of the Board, or its designee. Any
correspondence should be directed to:


<P align="center" style="font-size: 12pt">Novavax, Inc.<BR>
508 Lapp Road<BR>
Malvern, PA 19355<BR>
Attn: Vice President of Human Resources, the Chief Executive Officer, or the Chairman of the<BR>
Compensation Committee of the Board



<P align="left" style="font-size: 12pt; text-indent: 4%">The Plan Sponsor&#146;s and Plan Administrator&#146;s telephone number is 484-913-1200. The Plan
Administrator is the named fiduciary charged with the responsibility for administering the Plan.


<P align="left" style="font-size: 12pt"><B>Section&nbsp;12. </B><FONT style="font-variant: SMALL-CAPS"><B>Statement Of ERISA Rights.</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">Participants in this Plan (which is a welfare benefit plan sponsored by Novavax, Inc.) are
entitled to certain rights and protections under ERISA. If you are an Eligible Employee, you are
considered a participant in the Plan and, under ERISA, you are entitled to:


<P align="left" style="font-size: 12pt; text-indent: 7%"><B>Receive Information About Your Plan and Benefits</B>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(a)&nbsp;</B>Examine, without charge, at the Plan Administrator&#146;s office and at other specified
locations, such as worksites, all documents governing the Plan and a copy of the latest annual
report (Form&nbsp;5500 Series) filed by the Plan, if required, with the U.S. Department of Labor and
available at the Public Disclosure Room of the Employee Benefits Security Administration;


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(b)&nbsp;</B>Obtain, upon written request to the Plan Administrator, copies of documents governing the
operation of the Plan and copies of the latest annual report (Form&nbsp;5500 Series), if required, and
an updated (as necessary) Summary Plan Description. The Administrator may make a reasonable charge
for the copies; and


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>(c)&nbsp;</B>Receive a summary of the Plan&#146;s annual financial report. The Plan Administrator is
required by law to furnish each participant with a copy of this summary annual report.


<P align="center" style="font-size: 12pt"><B>Prudent Actions by Plan Fiduciaries</B>



<P align="left" style="font-size: 12pt; text-indent: 8%">In addition to creating rights for Plan participants, ERISA imposes duties upon the people who
are responsible for the operation of the employee benefit plan. The people who operate the Plan,
called &#147;fiduciaries&#148; of the Plan, have a duty to do so prudently and in the interest of you and
other Plan participants and beneficiaries. No one, including your employer, your union or any
other person, may fire you or otherwise discriminate against you in any way to prevent you from
obtaining a Plan benefit or exercising your rights under ERISA.


<P align="center" style="font-size: 12pt"><B>Enforce Your Rights</B>



<P align="left" style="font-size: 12pt; text-indent: 8%">If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right
to know why this was done, to obtain copies of documents relating to the decision without charge,
and to appeal any denial, all within certain time schedules.


<P align="left" style="font-size: 12pt; text-indent: 8%">Under ERISA, there are steps you can take to enforce the above rights. For instance, if you
request a copy of Plan documents or the latest annual report from the Plan (note: the Plan
currently is not subject to the requirement of filing such an annual report) and do not receive
them within 30&nbsp;days, you may file suit in a Federal court. In such a case, the court may require
the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the
materials, unless the materials were not sent because of reasons beyond the control of the
Administrator.


<P align="left" style="font-size: 12pt; text-indent: 8%">If you have a claim for benefits which is denied or ignored, in whole or in part, you may file
suit in a state or Federal court. In addition, if you disagree with the Plan&#146;s decision or lack
thereof concerning the qualified status of a domestic relations order or a medical child support
order, you may file suit in Federal court.


<P align="left" style="font-size: 12pt; text-indent: 8%">If it should happen that Plan fiduciaries misuse the Plan&#146;s money, or if you are discriminated
against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or
you may file suit in a Federal court. The court will decide who should pay court costs and legal
fees. If you are successful, the court may order the person you have sued to pay these costs and
fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds
your claim is frivolous.


<P align="center" style="font-size: 12pt"><B>Assistance with Your Questions</B>



<P align="left" style="font-size: 12pt; text-indent: 7%">If you have any questions about the Plan, you should contact the Plan Administrator. If you
have any questions about this statement or about your rights under ERISA, or if you need assistance
in obtaining documents from the Plan Administrator, you should contact the nearest office of the
Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone
directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security
Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.
You may also obtain certain publications about your rights and responsibilities under ERISA by
calling the publications hotline of the Employee Benefits Security Administration.


<P align="left" style="font-size: 12pt"><B>Section&nbsp;13. </B><FONT style="font-variant: SMALL-CAPS"><B>Execution.</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">To record the adoption of the Plan as set forth herein, effective as of August&nbsp;10, 2005
Novavax, Inc. has caused its duly authorized officer to execute the same this 10<sup>th</sup> day
of August, 2005.



<P align="left" style="margin-left:46%; font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>Novavax, Inc.</B>
</FONT>


<P align="left" style="margin-left:46%; font-size: 12pt">By:<U> </U>



<P align="left" style="margin-left:46%; font-size: 12pt">Title:


<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>Benefits Schedule</B></FONT>



<P align="center" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>For (Name of PArticipant)</B></FONT>



<P align="center" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>Under The</B></FONT>



<P align="center" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>Novavax, Inc.</B></FONT>



<P align="center" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>Change In Control Severance Benefit Plan</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 4%">The benefits payable under this Plan to an Eligible Employee who qualifies for benefits under
the terms of the Plan are as follows:


<P align="left" style="font-size: 12pt"><B>1.&nbsp;</B>All Accrued Compensation and the Bonus Amount.


<P align="left" style="font-size: 12pt"><B>2.&nbsp;</B>In a single payment, an amount in cash equal to <B>&#091;twenty-four (24)&#093; &#091;or twelve (12)&#093; </B>months of
such Eligible Employee&#146;s Pay, less applicable tax withholding and deductions.


<P align="left" style="font-size: 12pt"><B>3.&nbsp;</B>For a period of <B>&#091;twenty-four (24)&#093; &#091;or twelve (12)&#093; </B>months (the &#147;Continuation Period&#148;), the
Company shall, at its expense, continue on behalf of the Eligible Employee and the Employee&#146;s
dependents and beneficiaries the following insurance benefits: any medical, dental, vision and
hospitalization benefits provided to the Eligible Employee immediately prior to the Termination
Date; provided, however, that the Company&#146;s obligation to provide continuation coverage shall arise
under the Consolidated Omnibus Budget Reconciliation Act of 1985 (&#147;COBRA&#148;), and shall apply only if
the Eligible Employee timely elects COBRA coverage and the Eligible Employee and his or her
dependents are otherwise eligible for benefits under COBRA. Accordingly, in the case of an
Eligible Employee whose Termination Date precedes the effective date of the Change in Control and
who did not timely elect COBRA coverage prior to becoming eligible for benefits under this Plan, no
reimbursements or payments for health care continuation will be made by the Company under this
Section (unless such Eligible Employee has received COBRA benefits following their Termination
Date, and/or is currently receiving those benefits at the time of a Change in Control, in which
case the Company will reimburse any past COBRA premium costs and will pay for future coverage) in
accordance with the terms of this Section for the period specified above.


<P align="left" style="font-size: 12pt; text-indent: 4%">The coverage and benefits (including deductibles and costs) provided hereunder during the
Continuation Period shall be no less favorable to the Eligible Employee and the Employee&#146;s
dependents and beneficiaries, than the coverage and benefits made available immediately prior to
the Termination Date. The Company&#146;s obligation hereunder with respect to the foregoing benefits
shall be limited to the extent that the Eligible Employee obtains any such benefits pursuant to a
subsequent employer&#146;s benefit plans, in which case the Company may reduce the coverage of any
benefits it is required to provide the Eligible Employee hereunder as long as the aggregate
coverages and benefits of the combined benefit plans are no less favorable to the Employee than the
coverages and benefits required to be provided hereunder.


<P align="left" style="font-size: 12pt"><B>4.&nbsp;</B>With respect to any stock option held by an Eligible Employee that is outstanding under any
Company stock option or equity incentive plan at the time the Employee becomes eligible for
benefits under this Plan (either at the Termination Date or upon the Change in Control if
termination has already occurred), the Company agrees that, at the time of the Termination Date or
Change in Control, as applicable, it will make an offer to the Eligible Employee to provide, if the
Eligible Employee so elects, that the Eligible Employee shall be given a period of one (1)&nbsp;year
following his or her Termination Date in which to exercise the options to the extent such options
are otherwise vested and exercisable as of the Termination Date under the terms of the applicable
stock option agreement(s) and plan(s), but provided that no exercise may occur later than the
expiration date of the option as set forth is the applicable option agreement or plan.
Notwithstanding the above, this Section&nbsp;4 shall not apply to stock options that have expired
(including after any post-termination exercise period) at the time an Eligible Employee becomes
eligible for benefits under the Plan. The foregoing agreement to make an offer shall not apply to
any stock options that already have a one year or greater post-termination exercise period. The
Eligible Employee acknowledges that, by agreeing to an offer to extend the exercise period in this
manner, their stock options may be converted from an incentive stock option into a non-statutory
stock option, and, additionally, the option may become subject to Section&nbsp;409A of the Code.
However, on the effective date of this Plan, all outstanding stock options held by Eligible
Employees have exercise prices below the market value of the Company&#146;s common stock. The Eligible
Employee agrees to be responsible for the payment of any taxes or penalties under Section&nbsp;409A, if
applicable.


<P align="left" style="font-size: 12pt"><U>CIRCULAR 230 DISCLAIMER</U>. THE FOLLOWING DISCLAIMER IS PROVIDED IN ACCORDANCE WITH THE
INTERNAL REVENUE SERVICE&#146;S CIRCULAR 230 (21 CFR PART 10). THIS ADVICE IS NOT INTENDED OR WRITTEN TO
BE USED, AND IT CANNOT BE USED BY YOU FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED
ON YOU. YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX
ADVISOR<B>.</B>


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"><FONT style="font-variant: SMALL-CAPS"><B>Exhibit&nbsp;A</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 4%">The individuals listed below have been selected by the Board of Directors of Novavax, Inc. to
participate in the Novavax, Inc. Change in Control Severance Benefit Plan, subject to the specific
terms and conditions of the Plan:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="26%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="69%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Twenty-four (24) months</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Rahul Singhvi
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and Chief Executive Officer</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Twelve (12)&nbsp;months</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Raymond Hage<BR>
Stephen Bandak<BR>
Gale Smith
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President, Chief Operating Officer<BR>
Vice President, Medical Affairs and Quality Systems<BR>
Vice President, Vaccine Development</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none">3


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<TYPE>EX-2
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><U><B>DIRECTOR INDEMNITY AGREEMENT</B></U></FONT>



<P align="left" style="font-size: 12pt; text-indent: 4%">This Agreement is made and entered into as of this <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>day of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>2005, by and
between Novavax, Inc., a Delaware corporation (the &#147;Company&#148;), and <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>(&#147;Indemnitee&#148;), who
is currently serving the Company in the capacity of a director and/or officer thereof.


<P align="center" style="font-size: 12pt"><B>W I T N E S S E T H:</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company and Indemnitee recognize that the interpretation of ambiguous statutes,
regulations and court opinions and of the Amended and Restated Certificate of Incorporation (the
&#147;Certificate of Incorporation&#148;) and Amended and Restated By-laws (the &#147;By-laws&#148;) of the Company,
and the vagaries of public policy, are too uncertain to provide directors and officers of the
Company with adequate or reliable advance knowledge or guidance with respect to the legal risks and
potential liabilities to which they become personally exposed as a result of performing their
duties in good faith for the Company; and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company and the Indemnitee are aware that highly experienced and capable persons
are often reluctant to serve as directors and officers of a corporation unless they are protected
to the fullest extent permitted by law by comprehensive insurance or indemnification; and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the General Corporation Law of the State of Delaware, which sets forth certain
provisions relating to the mandatory and permissive indemnification of, and advancement of expenses
to, officers and directors of a Delaware corporation by such corporation, is specifically not
exclusive of other rights to which those indemnified thereunder may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, and, thus, does not by
itself limit the extent to which the Company may indemnify persons serving as its officers and
directors, provided such persons have met the applicable standard of conduct; and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company desires to have Indemnitee continue to serve as a director and/or officer
of the Company, and, if applicable, to serve in any other capacity as agreed by the Company and the
Indemnitee, free from undue concern for unpredictable, inappropriate or unreasonable legal risks
and personal liabilities by reason of his or her acting in good faith in the performance of his or
her duty to the Company; and Indemnitee desires to continue to serve (provided that he or she is
furnished the indemnity provided for hereinafter) as a director and/or officer of the Company and,
if applicable, to serve in any other capacity as agreed by the Indemnitee and the Company; and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, after due consideration and investigation of the terms and provisions of this
Agreement and the various other options available to the Company and the Indemnitee in lieu
thereof, the Board of Directors of the Company has determined that the following Agreement is
reasonable and prudent, and necessary to obtain or retain Indemnitee&#146;s service to and on behalf of
the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Indemnitee, intending to be legally bound, do hereby agree as
follows:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.&nbsp;Agreement to Serve. </B>Indemnitee agrees to continue to serve as a director and/or officer of
the Company and, as Indemnitee and the Company may agree, in any other capacity for the Company
and/or as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, for so long as he or she is duly elected or appointed and
qualified in accordance with the provisions of the General Corporation Law of the State of Delaware
and the Certificate of Incorporation and By-laws of the Company, or until such time as he or she
tenders a resignation. The Company acknowledges that the Indemnitee is relying on this Agreement
in so serving.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.&nbsp;Definitions. </B>As used in this Agreement:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;The term &#147;Proceeding&#148; shall mean any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative, arbitrative or investigative (other
than an action by or in the right of the Company), any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action, suit or
proceeding. The final disposition of a Proceeding shall be as determined by a settlement or
the judgment of a court or other investigative or administrative body. The Board of
Directors shall not make a determination as to the final disposition of a Proceeding.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b) &#147;Change in Control&#148; means a change in control of the Company of a nature that would
be required to be reported in response to Item 6(e) of Schedule&nbsp;14A of Regulation&nbsp;14A (or in
response to any similar item on any similar schedule or form) promulgated under the
Securities Exchange Act of 1934, as amended (the &#147;Act&#148;), whether or not the Company is then
subject to such reporting requirement; <U>provided</U>, <U>however</U>, that, without
limitation, such a Change in Control shall be deemed to have occurred if (i)&nbsp;any &#147;person&#148;
(as such term is used in Sections 13(d) and 14(d) of the Act), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or a corporation
owned directly or indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the &#147;beneficial owner&#148;
(as defined in Rule&nbsp;13d-3 under the Act), directly or indirectly, of securities of the
Company representing 15% or more of the combined voting power of the Company&#146;s then
outstanding securities without the prior approval of at least a majority of the members of
the Board of Directors of the Company in office immediately prior to such person attaining
such percentage interest; (ii)&nbsp;there occurs a proxy contest, or the Company is a party to a
merger, consolidation, sale of assets, plan of liquidation or other reorganization not
approved by at least a majority of the members of the Board of Directors of the Company then
in office, as a consequence of which members of the Board of Directors in office immediately
prior to such transaction or event constitute less than a majority of the Board of Directors
thereafter; or (iii)&nbsp;during any period of two consecutive years, other than as a result of
an event described in clause (ii)&nbsp;of this subsection (b), individuals who at the beginning
of such period constituted the Board of Directors of the Company (including for this purpose
any new director whose election or nomination for election by the Company&#146;s stockholders was
approved by a vote of at least a majority of the directors then still in office who were
directors at the beginning of such period) cease for any reason to constitute at least a
majority of the Board of Directors.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(c) &#147;Disinterested Director&#148; means a director of the Company who is not and was not a
party to the Proceeding in respect of which indemnification is sought by Indemnitee.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(d)&nbsp;The term &#147;Expenses&#148; includes, without limitation, all reasonable attorneys&#146; fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees and all other disbursements or expenses of the types customarily incurred in connection
with prosecuting, defending, preparing to prosecute or defend, investigating, or being or
preparing to be a witness in a Proceeding. Expenses also shall include Expenses incurred in
connection with any appeal resulting from any Proceeding, including, without limitation, the
premium, security for, and other costs relating to any cost bond, supersedeas bond, or other
appeal bond or its equivalent.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(e) &#147;Independent Counsel&#148; means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the past five
years has been, retained to represent: (i)&nbsp;the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning the Indemnitee under
this Agreement, or of other indemnitees under similar indemnification agreements), or (ii)
any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term &#147;Independent Counsel&#148; shall not include any person
who, under the applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or Indemnitee in an action to
determine Indemnitee&#146;s rights under this Agreement. The Company agrees to pay the
reasonable fees and expenses of the Independent Counsel referred to above and to fully
indemnify such counsel against any and all Expenses, claims, liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant hereto.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(f)&nbsp;References to &#147;other enterprise&#148; shall include employee benefit plans; references
to &#147;fines&#148; shall include any (i)&nbsp;excise taxes assessed with respect to any employee benefit
plan and (ii)&nbsp;penalties; references to &#147;serving at the request of the Company&#148; shall include
any service as a director, officer, employee or agent of the Company which imposes duties
on, or involves services by, such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person who acts in good
faith and in a manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to have acted in
a manner &#147;not opposed to the best interests of the Company&#148; as referred to in this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.&nbsp;Indemnity in Third Party Proceedings. </B>Subject to Sections&nbsp;8 and 9, the Company shall
indemnify, defend and hold harmless Indemnitee to the fullest extent permitted or required by the
laws of the State of Delaware in effect as of the date hereof or as such laws may from time to time
hereafter be amended to increase the scope of such permitted indemnification, if Indemnitee was or
is a party or is threatened to be made a party to any Proceeding (other than a Proceeding by or in
the right of the Company) by reason of the fact that Indemnitee is or was a director and/or officer
of the Company, or is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, or other enterprise, against
all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by
Indemnitee (or on his or her behalf) in connection with such Proceeding or any claim, issue or
matter therein, <U>provided</U> the Indemnitee acted in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the Company and, in the case
of a criminal Proceeding, had no reasonable cause to believe that Indemnitee&#146;s conduct was
unlawful. Indemnitee shall have the right to employ Indemnitee&#146;s own legal counsel in any
Proceeding for which indemnification is available under this Section&nbsp;3, subject to Section&nbsp;8 below.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>4.&nbsp;Indemnity in Proceedings By or In the Right of the Company. </B>Subject to Sections&nbsp;8 and 9,
the Company shall indemnify, defend and hold harmless Indemnitee to the fullest extent permitted or
required by the laws of the State of Delaware in effect as of the date hereof or as such laws may
from time to time hereafter be amended to increase the scope of such permitted indemnification, if
Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the
right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or
was a director and/or officer of the Company, or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust,
or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee (or on his
or her behalf) in connection with the defense or settlement of such Proceeding or any claim, issue
or matter therein, <U>provided</U> the Indemnitee acted in good faith and in a manner which he or
she reasonably believed to be in or not opposed to the best interests of the Company and, in the
case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee&#146;s conduct was
unlawful, and except that no indemnification shall be made under this Section&nbsp;4 in respect of any
claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company
unless and only to the extent that the Delaware Court of Chancery or other court in which such
Proceeding was brought or is pending, shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnity for such Expenses as the Delaware Court of Chancery or other
court in such Proceeding shall deem proper. Indemnitee shall have the right to employ Indemnitee&#146;s
own legal counsel in any Proceeding for which indemnification is available under this Section&nbsp;4,
subject to Section&nbsp;8 below.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.</B>


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
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<P align="left" style="font-size: 12pt; text-indent: 4%"><B>Reimbursement for Expenses of a Witness. </B>Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of the fact that Indemnitee is or was a
director and/or officer of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust, or
other enterprise, a witness at the Company&#146;s request in any Proceeding to which Indemnitee is not a
party, he or she shall be reimbursed against all Expenses actually and reasonably incurred by
Indemnitee (or on his or her behalf) in connection therewith upon Indemnitee&#146;s written request
therefor.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>6.&nbsp;Indemnification for Expenses of Successful Party. </B>Notwithstanding any other provision of
this Agreement to the contrary, to the extent that Indemnitee has been successful on the merits or
otherwise (whether partially or in full) in defense of any Proceeding referred to in Sections&nbsp;3
and/or 4 of this Agreement, or in defense of any claim, issue or matter therein, Indemnitee shall
be indemnified against all Expenses actually and reasonably incurred by Indemnitee (or on his or
her behalf) in connection therewith. For purposes of this Section&nbsp;6, and without limitation, the
termination of any claim, issue or matter in any Proceeding referred to in Sections&nbsp;3 and/or 4 of
this Agreement by dismissal shall be deemed to be a successful result as to such claim, issue or
matter.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.&nbsp;Advances of Expenses. </B>Indemnitee shall have the right to advancement by the Company prior
to the final disposition of any Proceeding or any claim, issue or other matter therein of any and
all Expenses incurred by Indemnitee in defense of such Proceeding or any claim, issue or other
matter therein. Without limiting the generality or effect of the foregoing, within 10 business
days after any request by Indemnitee, the Company shall, in accordance with such request, (a)&nbsp;pay
such Expenses on behalf of Indemnitee, (b)&nbsp;advance to Indemnitee funds in an amount sufficient to
pay such Expenses or (c)&nbsp;reimburse Indemnitee for such Expenses; <U>provided</U> that Indemnitee
shall repay any amounts actually advanced to Indemnitee that, at the final disposition of the
Proceeding to which the advance related, were in excess of amounts paid or payable by Indemnitee in
respect of Expenses relating to, arising out of or resulting from such Proceeding; and
<U>provided</U> <U>further</U> the Company receives an undertaking by or on behalf of Indemnitee
(&#147;Indemnitee Undertaking&#148;) to repay such amount paid, advanced or reimbursed to the extent that it
is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. The
Indemnitee Undertaking shall be substantially on the form of Exhibit&nbsp;A to this Agreement and shall
be accepted without reference to the financial ability of the Indemnitee to make such repayment.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.&nbsp;Notice and Defense of a Proceeding.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">As a condition precedent to the right to be indemnified or receive advancement of Expenses,
the Indemnitee must notify the Company in writing as soon as practicable of any Proceeding for
which indemnity will or could be sought. With respect to any such Proceeding of which the Company
is so notified, the Company will be entitled to participate therein at its own expense and/or to
assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the
Indemnitee. After notice from the Company to the Indemnitee of its election so to assume such
defense, the Company shall not be liable to the Indemnitee for any legal or other Expenses
subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided
in this Section&nbsp;8. The Indemnitee shall have the right to employ his or her own counsel in
connection with such Proceeding, but the fees and expenses of such counsel incurred after notice
from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i)&nbsp;the employment of counsel by the Indemnitee has been authorized by the Company, (ii)
counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest
or position on any significant issue between the Company and the Indemnitee in the conduct of the
defense of such Proceeding, or (iii)&nbsp;the Company shall not in fact have employed counsel to assume
the defense of such action, in each of which cases the fees and other Expenses of counsel for the
Indemnitee shall be at the expense of and borne by the Company, except as otherwise expressly
provided by this Agreement, and in no event shall the Company be required to bear the expense of
more than one counsel for all Indemnitees with respect to a Proceeding. The Company shall not be
entitled, without the consent of the Indemnitee, to assume the defense of any Proceeding brought by
or in the right of the Company or as to which counsel for the Indemnitee shall have reasonably made
the conclusion provided for in clause (ii)&nbsp;above.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>9.&nbsp;Procedure for Determination of Entitlement to Indemnification.</B>



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;To obtain indemnification or advancement of Expenses under this Agreement,
Indemnitee shall submit to the Company a written request therefor, including in such request
such documentation and information as is reasonably available to the Indemnitee and is
reasonably necessary to determine whether and to what extent the Indemnitee is entitled to
indemnification or advancement of Expenses.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;It is the express intention of the parties that the Indemnitee be entitled to
indemnification hereunder to the fullest extent permitted by Delaware law. Without limiting
the generality or effect of the immediately preceding sentence, and without excluding any
other basis upon which Indemnitee may be found to be entitled to indemnification hereunder,
the Indemnitee shall be entitled to indemnification hereunder if (i)&nbsp;Indemnitee acted in
good faith and in a manner which he or she reasonably believed to be in or not opposed to
the best interests of the Company and, in the case of a criminal Proceeding, had no
reasonable cause to believe that Indemnitee&#146;s conduct was unlawful, or (ii)&nbsp;Indemnitee has
been successful on the merits or otherwise in defense of any Proceeding or any claim, issue
or matter therein.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(c)&nbsp;Upon written request by Indemnitee for indemnification pursuant to Section 9(a)
hereof, a determination, if required by applicable law, with respect to Indemnitee&#146;s
entitlement thereto shall be made in the specific case: (i)&nbsp;if a Change in Control shall
have occurred, by Independent Counsel in a written opinion to the Board of Directors of the
Company, a copy of which shall be delivered to Indemnitee; or (ii)&nbsp;if a Change in Control
shall not have occurred, (A)&nbsp;by a majority vote of the Disinterested Directors, even though
less than a quorum of the Board of Directors of the Company, or (B)&nbsp;if there are no
Disinterested Directors or, if the Disinterested Directors so direct, by Independent Counsel
in a written opinion to the Board of Directors of the Company, a copy of which shall be
delivered to Indemnitee, or (C)&nbsp;a majority vote of a quorum of the outstanding shares of
stock of all classes entitled to vote for directors, voting as a single class, which quorum
shall consist of stockholders who are not at that time parties to the Proceeding in
question, or (D)&nbsp;a court of competent jurisdiction. If it is so determined that Indemnitee
is entitled to indemnification hereunder, payment to Indemnitee shall be made within 60&nbsp;days
after receipt by the Company of the request for indemnification required pursuant to Section
9(a) hereof. Any costs or expenses (including attorneys&#146; fees and disbursements) incurred
by Indemnitee in cooperating with the person, persons or entity making the determination
discussed in this Section 9(c) with respect to Indemnitee&#146;s entitlement to indemnification,
shall be borne by the Company (irrespective of the determination as to Indemnitee&#146;s
entitlement to indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(d)&nbsp;In the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 9(c) hereof, the Independent Counsel shall be
selected as provided in this Section&nbsp;9(d). If a Change in Control shall not have occurred,
the Independent Counsel shall be selected by the Board of Directors of the Company, and the
Company shall give written notice to Indemnitee advising him or her of the identity of the
Independent Counsel so selected. If a Change in Control shall have occurred, the
Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that
such selection be made by the Board of Directors of the Company, in which event the
preceding sentence shall apply), and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected. In either event,
Indemnitee or the Company, as the case may be, may, within 10&nbsp;days after such written notice
of selection shall have been given, deliver to the Company or to Indemnitee, as the case may
be, a written objection to such selection; <U>provided</U>, <U>however</U>, that such
objection may be asserted only on the ground that the Independent Counsel so selected does
not meet the requirements of &#147;Independent Counsel&#148; as defined in this Agreement, and the
objection shall set forth with particularity the factual basis of such assertion. Absent a
proper and timely objection, the person so selected shall act as Independent Counsel. If
such written objection is so made and substantiated, the Independent Counsel so selected may
not serve as Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit. If, within 20&nbsp;days after submission by
Indemnitee of a written request for indemnification pursuant to Section 9(c) hereof, no
Independent Counsel shall have been selected and not objected to, either the Company or
Indemnitee may petition a court of competent jurisdiction for resolution of any objection
which shall have been made by the Company or Indemnitee to the other&#146;s selection of
Independent Counsel and/or for the appointment as Independent Counsel of a person selected
by the Court or by such other person as the Court shall designate, and the person with
respect to whom all objections are so resolved or the person so appointed shall act as
Independent Counsel under this Section&nbsp;9.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(e)&nbsp;Indemnitee will be deemed a party to a Proceeding for all purposes hereof if
Indemnitee is named as a defendant or respondent in a complaint or petition for relief in
that Proceeding, regardless of whether Indemnitee is ever served with process or makes an
appearance in that Proceeding.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.&nbsp;Presumptions and Effect of Certain Provisions.</B>



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;Neither the failure of the Company (including its Board of Directors or Independent
Counsel) to have made a determination prior to the commencement of any action pursuant to
Section&nbsp;11 of this Agreement that indemnification is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor an actual determination by the
Company (including its Board of Directors or Independent Counsel) that Indemnitee has not
met such applicable standard of conduct, shall be a defense to the action or create a
presumption that Indemnitee has not met the applicable standard of conduct.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;If the person, persons or entity empowered or selected under Section&nbsp;9 of this
Agreement to determine whether Indemnitee is entitled to indemnification shall not have made
a determination within 60&nbsp;days after receipt by the Company of a request for
indemnification, the requisite determination of entitlement to indemnification shall be
deemed to have been made and Indemnitee shall be entitled to such indemnification, absent
(i)&nbsp;a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee&#146;s statement not misleading, in connection with the request for
indemnification, which if such fact were previously known, the Indemnitee would not have
been entitled to indemnification, or (ii)&nbsp;a prohibition of such indemnification under
applicable law; <U>provided</U>, <U>however</U>, that such 60-day period may be extended
for a reasonable time, not to exceed an additional 60&nbsp;days, if the person, persons or entity
making the determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating of documentation and/or
information relating thereto.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(c)&nbsp;The termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good
faith and in a manner that he or she reasonably believed to be in or not opposed to the best
interests of the Company, or, with respect to any criminal Proceeding, had reasonable cause
to believe that his or her conduct was unlawful.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(d)&nbsp;For purposes of any determination of whether Indemnitee acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of the Company,
and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe
his or her conduct was unlawful (collectively, &#147;Good Faith&#148;), Indemnitee shall be deemed to
have acted in Good Faith if, with respect to Indemnitee&#146;s action, Indemnitee relied in good
faith on the records or books of account of the Company and any other corporation,
partnership, joint venture, trust, or other enterprise of which Indemnitee is or was serving
at the request of the Company as a director, officer, employee or agent (&#147;Enterprise&#148;), or
on information, opinions, reports or statements, including financial statements and other
financial information, concerning the Enterprise or any other Person which were prepared or
supplied to Indemnitee by: (i)&nbsp;one or more officers or employees of the Enterprise; (ii)
appraisers, engineers, investment bankers, legal counsel or other Persons as to matters
Indemnitee reasonably believed were within the professional or expert competence of those
Persons and who have been selected with reasonable care by or on behalf of the Company or
Enterprise; and (iii)&nbsp;any committee of the Board of Directors or equivalent managing body of
the Enterprise of which Indemnitee is or was, at the relevant time, not a member. The
provisions of this Section 10(d) shall not be deemed to be exclusive or to limit in any way
the other circumstances in which the Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(e)&nbsp;The knowledge and/or actions, or failure to act, of any director, officer, agent or
employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining
the right to indemnification under this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.&nbsp;Remedies of Indemnitee.</B>



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;In the event that (i)&nbsp;a determination is made pursuant to Section&nbsp;9 of this
Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii)
advancement of Expenses is not timely made pursuant to Section&nbsp;7 of this Agreement, (iii)&nbsp;no
determination of entitlement to indemnification shall have been made within the time period
provided in Section 9(c) after receipt by the Company of the written request for
indemnification, (iv)&nbsp;reimbursement or payment of indemnification is not made pursuant to
Section&nbsp;5, Section&nbsp;6 and/or Section&nbsp;9(b)(ii), within 60&nbsp;days after receipt by the Company of
a written request therefor, or (v)&nbsp;payment of indemnification pursuant to Section&nbsp;3 or
Section&nbsp;4 of this Agreement is not timely made after a determination has been made, or
deemed to have been made, that Indemnitee is entitled to indemnification, Indemnitee shall
be entitled to an adjudication by the Delaware Court of Chancery or a court of competent
jurisdiction of his or her entitlement to such indemnification or advancement of Expenses
and appeals therefrom, concluding in a final and unappealable judgment by the highest court
in Delaware. The Board of Directors shall not make a determination as to the final
disposition of such adjudication.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;In the event that a determination shall have been made pursuant to Section&nbsp;9 of
this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding
commenced pursuant to this Section&nbsp;11 shall be conducted in all respects as a de novo trial
on the merits and Indemnitee shall not be prejudiced by reason of that adverse
determination.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(c)&nbsp;If a determination shall have been made pursuant to Section&nbsp;9 of this Agreement
that Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding commenced pursuant to this Section&nbsp;11, absent (i)&nbsp;a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee&#146;s statement not misleading, in connection with the request for
indemnification, which if such fact were previously known, the Indemnitee would not have
been entitled to indemnification or (ii)&nbsp;a prohibition of such indemnification under
applicable law.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(d)&nbsp;In the event that Indemnitee, pursuant to this Section&nbsp;11, seeks a judicial
adjudication of his or her rights under, or to recover damages for breach of, this
Agreement, Indemnitee shall be entitled to recover from the Company, and shall be
indemnified by the Company against, any and all expenses (of the types described in the
definition of Expenses in Section 2(d) of this Agreement) actually and reasonably incurred
by Indemnitee in such judicial adjudication.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(e)&nbsp;The Company shall be precluded from asserting in any judicial proceeding commenced
pursuant to this Section&nbsp;11 that the procedures and presumptions of this Agreement are not
valid, binding and enforceable and shall stipulate in any such court that the Company is
bound by all the provisions of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>12.&nbsp;Indemnification and Advancement of Expenses Under this Agreement Not Exclusive; Survival
of Rights. </B>The rights of indemnification and to receive advancement of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be
entitled under the Certificate of Incorporation or By-laws of the Company, any other agreement, any
vote of stockholders or disinterested directors, the General Corporation Law of the State of
Delaware, or otherwise. No amendment or alteration of this Agreement or of any provision hereof
shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken
or omitted by such Indemnitee prior to such amendment or alteration. To the extent that a change
in the General Corporation Law of the State of Delaware, whether by statute or judicial decision,
permits greater indemnification or advancement of Expenses than would be afforded currently under
the Certificate of Incorporation of the Company and this Agreement, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such
change. No right or remedy herein conferred is intended to be exclusive of any other right or
remedy, and every other right and remedy shall be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>13.&nbsp;Partial Indemnification. </B>If Indemnitee is entitled under any provision of this Agreement
to indemnification or to receive advancement by the Company for a portion of the Expenses,
judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by
Indemnitee (or on his or her behalf) in connection with such Proceeding, or any claim, issue or
matter therein, but not, however, for the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>14.&nbsp;Rights Continued. </B>The rights of indemnification and to receive advancement of Expenses as
provided by this Agreement shall continue as to Indemnitee even though Indemnitee may have ceased
to be a director or officer of the Company, and shall inure to the benefit of Indemnitee&#146;s personal
or legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>15.</B>


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">2
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 4%"><B>No Construction as an Employment Agreement or Any Other Commitment. </B>Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained in the employ or as an
officer of the Company or any of its subsidiaries, if Indemnitee currently serves as an officer of
the Company, or to be renominated or reelected as a director of the Company, if Indemnitee
currently serves as a director of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>16.&nbsp;Liability Insurance.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">For the duration of Indemnitee&#146;s service as a director and/or officer of the Company, and
thereafter for so long as Indemnitee shall be subject to any pending or possible Proceeding or of
any claim, issue or matter therein, the Company shall use commercially reasonable efforts (taking
into account the scope and amount of coverage available relative to the cost thereof) to cause to
be maintained in effect policies of directors&#146; and officers&#146; liability insurance providing coverage
for directors and/or officers of the Company that is at least substantially comparable in scope and
amount to that provided by the Company&#146;s current policies of directors&#146; and officers&#146; liability
insurance. Indemnitee shall be covered by such policy or policies in accordance with its or their
terms.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>17.&nbsp;No Duplication of Payments. </B>The Company shall not be liable under this Agreement to make
any payment of amounts otherwise indemnifiable under this Agreement if, and to the extent that,
Indemnitee is entitled to or has otherwise actually received such payment under any contract,
agreement or insurance policy, the Certificate of Incorporation or By-laws of the Company, or
otherwise. Indemnitee hereby releases the Company and its respective authorized representatives
from any claims for indemnification hereunder if and to the extent that Indemnitee receives
proceeds from any liability insurance policy or other third-party source in payment or
reimbursement for such Proceeding or claims. Indemnitee hereby agrees to assign all proceeds
Indemnitee receives under any such insurance policy or third-party agreement to the extent of the
amount of indemnification made to Indemnitee under the terms of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>18.&nbsp;Subrogation. </B>In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all the rights of recovery of Indemnitee, who shall
execute all papers required and shall do everything that may be necessary to secure such rights,
including without limitation the execution of such documents as may be necessary to enable the
Company effectively to bring suit to enforce such rights.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>19.&nbsp;Exceptions. </B>Notwithstanding any other provision in this Agreement, but except as provided
in Section&nbsp;11(d), the Company shall not be obligated pursuant to the terms of this Agreement, to
indemnify or advance Expenses to Indemnitee with respect to any Proceeding, or any claim, issue or
matter therein, (i)&nbsp;brought or made by Indemnitee, unless the bringing of such Proceeding or the
making of such claim, issue or matter shall have been approved by the Board of Directors of the
Company, (ii)&nbsp;in which a final judgment is rendered against Indemnitee for an accounting of profits
made from the purchase and sale or the sale and purchase by Indemnitee of securities of the Company
pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or
similar provisions of any federal, state or local statute, (iii)&nbsp;if a final adjudication
establishes that the Indemnitee&#146;s acts or omissions involved a breach of Indemnitee&#146;s fiduciaries
duties or intentional misconduct, fraud or a knowing violation of the law, or (iv)&nbsp;charging an
improper personal benefit to Indemnitee and Indemnitee is adjudged liable on that basis, unless, in
each case, the Delaware Court of Chancery or other court in which such Proceeding was brought or
other court of competent jurisdiction determines upon application that in view of all the
circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such
Expenses.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>20.&nbsp;Notices. </B>Any notice or other communication required or permitted to be given or made to
the Company or Indemnitee pursuant to this Agreement shall be given or made in writing (a)&nbsp;three
business days after being deposited in the United States mail, with return receipt requested and
postage thereon prepaid, (b)&nbsp;upon delivery, when delivered personally or by overnight national
courier or express delivery, or (c)&nbsp;upon delivery, when sent by facsimile and provided confirmation
of receipt is obtained, addressed to the person to whom such notice or communication is directed at
the address of such person on the records of the Company. Any such notice or communication to the
Company shall be addressed to the Secretary of the Company at the address of the Company&#146;s
principal executive office set forth in the Company&#146;s most recent periodic or current filing under
the Act.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>21.&nbsp;Contractual Rights. </B>The right to be indemnified or to receive advancement of Expenses
under this Agreement (i)&nbsp;is a contract right based upon good and valuable consideration, pursuant
to which Indemnitee may sue, (ii)&nbsp;is and is intended to be retroactive and shall be available as to
events occurring prior to the date of this Agreement, and (iii)&nbsp;shall continue after any rescission
or restrictive modification of this Agreement as to events occurring prior thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>22.&nbsp;Severability. </B>If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
To the fullest extent possible, the provisions of this Agreement shall be construed so as to give
effect to the intent manifested by the provisions held invalid, illegal or unenforceable, and any
provision or provisions held to be invalid, illegal or unenforceable for any reason whatsoever
shall be deemed reformed to the extent necessary to conform to applicable law and to give the
maximum effect to the intent of the parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>23.</B>


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">3
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<P align="left" style="font-size: 12pt; text-indent: 4%"><B>Successors; Binding Agreement. </B>The Company shall use its commercially reasonable efforts to
cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise to
all or substantially all of the business or assets of the Company), by written agreement in form
and substance reasonably satisfactory to Indemnitee, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be required to perform
if no such succession had taken place. As used in this Agreement, &#147;Company&#148; shall mean the Company
as hereinbefore defined and any successor to its business and/or assets as aforesaid that executes
and delivers the agreement provided for in this Section&nbsp;23 or that otherwise becomes bound by the
terms and provisions of this Agreement by operation of law. This Agreement shall be binding upon
the Company and its successors and assigns (including, without limitation, any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the
business or assets of the Company).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>24.&nbsp;Counterparts, Modification, Headings, Gender.</B>



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;This Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which when taken together shall constitute one and the same instrument,
and either party hereto may execute this Agreement by signing any such counterpart.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;No provisions of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by Indemnitee and an
appropriate authorized officer of the Company. No waiver by any party at any time of any
breach by any other party of, or compliance with, any condition or provision of this
Agreement to be performed by any other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same time or at any prior or subsequent time.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(c)&nbsp;Section headings are not to be considered part of this Agreement, are solely for
convenience of reference, and shall not affect the meaning or interpretation of this
Agreement or any provision set forth herein.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(d)&nbsp;Pronouns in masculine, feminine and neuter genders shall be construed to include
any other gender, and words in the singular form shall be construed to include the plural
and vice versa, unless the context otherwise requires.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>25.&nbsp;Exclusive Jurisdiction; Governing Law. </B>The Company and Indemnitee agree that all disputes
in any way relating to or arising under this Agreement, including, without limitation, any action
for advancement of Expenses or indemnification, shall be litigated, if at all, exclusively in the
Delaware courts, and if necessary, the corresponding appellate courts. This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such state without giving effect to its
principles of conflicts of laws. The Company and Indemnitee (i)&nbsp;expressly submit themselves to the
personal jurisdiction of the Delaware courts for purposes of any action or proceeding arising out
of or in connection with this Agreement, (ii)&nbsp;irrevocably appoint, to the extent such party is not
a resident of the State of Delaware, CT Corporation Systems, 1209 Orange Street, Wilmington,
Delaware 19801, as its agent in the State of Delaware as such party&#146;s agent for acceptance of legal
process in connection with any such action or proceeding against such party with the same legal
force and validity as if served upon such party personally within the State of Delaware, (iii)
waive any objection to the laying of venue of any such action or proceeding in the Delaware courts,
and (iv)&nbsp;waive, and agree not to plead or to make, any claim that any such action or proceeding
brought in the Delaware courts has been brought in an improper or otherwise inconvenient forum.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>26.&nbsp;Duration of Agreement. </B>This Agreement shall continue until and terminate upon the later
of: (a)&nbsp;six years after the date that Indemnitee shall have ceased to serve as a director and/or
officer of the Company or director, officer, employee or agent of any other corporation,
partnership, joint venture, trust, or other enterprise which Indemnitee served at the request of
the Company; or (b)&nbsp;one year after the final, nonappealable termination of any Proceeding then
pending in respect of which Indemnitee is granted rights of indemnification or advancement of
Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section&nbsp;11 of this
Agreement relating thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>27.&nbsp;Contribution.</B>If it is established, under Section&nbsp;9 or otherwise, that Indemnitee has the
right to be indemnified under this Agreement in respect of any claim, but that right is
unenforceable by reason of applicable law or public policy, then, to the fullest extent applicable
law permits, the Company, in lieu of indemnifying or causing the indemnification of Indemnitee
under this Agreement, will contribute to the amount Indemnitee has incurred, whether for judgments,
fines, penalties, excise taxes, amounts paid or to be paid in settlement or for Expenses reasonably
incurred, in connection with that Proceeding, in such proportion as is deemed fair and reasonable
in light of all the circumstances of that Proceeding in order to reflect:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(a)&nbsp;the relative benefits Indemnitee and the Company have received as a result of the
event(s) or transactions(s) giving rise to that Proceeding; or



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(b)&nbsp;the relative fault of Indemnitee and of the Company and its other functionaries in
connection with those event(s) or transaction(s).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>28.&nbsp;Effect of Federal Law.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">Both the Company and Indemnitee acknowledge that in certain instances, federal law will
override Delaware law and prohibit the Company from indemnifying its officers and directors. The
Company and Indemnitee specifically acknowledge that the Securities and Exchange Commission has
taken the position that indemnification is not permissible for liabilities arising under certain
federal securities laws, and federal law prohibits indemnification for certain violations of the
Employee Retirement Income Security Act.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>29.</B>


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">4
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<P align="left" style="font-size: 12pt; text-indent: 4%"><B>Savings Clause.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">Nothing in this Agreement is intended to require or shall be construed as requiring the
Company to do or fail to do any act in violation of applicable law. The provisions of this
Agreement (including any provision within a single section, paragraph or sentence) shall be
severable in accordance with this Section&nbsp;29. If this Agreement or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless
indemnify Indemnitee as to Expenses, judgments, fines and penalties with respect to any Proceeding
to the fullest extent permitted by any applicable portion of this Agreement that shall not have
been invalidated or by any other applicable law, and this Agreement shall remain enforceable to the
fullest extent permitted by law.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">5
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<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, the Company and Indemnitee have executed this Agreement as of the date and
year first above written.



<P align="left" style="margin-left:38%; font-size: 12pt; text-indent: 4%">NOVAVAX, INC.



<P align="left" style="margin-left:46%; font-size: 12pt">By:



<P align="left" style="margin-left:46%; font-size: 12pt; text-indent: 4%">Name:



<P align="left" style="margin-left:46%; font-size: 12pt; text-indent: 4%">Title:



<P align="left" style="margin-left:46%; font-size: 12pt">INDEMNITEE



<P align="left" style="margin-left:46%; font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>


<P align="center" style="font-size: 10pt; display: none">6
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<P align="right" style="font-size: 12pt">EXHIBIT A



<P align="center" style="font-size: 12pt"><B>INDEMNITEE&#146;S UNDERTAKING</B>



<P align="left" style="font-size: 12pt; text-indent: 18%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 200_


<P align="left" style="font-size: 12pt">Novavax, Inc.
<BR>
508 Lapp Road
<BR>
Malvern, PA 19355


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>Re: Indemnity Agreement</B>


<P align="left" style="font-size: 12pt">Ladies and Gentlemen:


<P align="left" style="font-size: 12pt; text-indent: 4%">Reference is made to the Indemnity Agreement dated as of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2005 by and between
Novavax, Inc. and the undersigned Indemnitee (the &#147;Agreement&#148;), and particularly to Section&nbsp;7
thereof relating to the advancement by the Company of certain Expenses incurred by the undersigned
Indemnitee. Capitalized terms used and not otherwise defined in this Indemnitee&#146;s Undertaking
shall have the respective meanings given to such terms in the Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">The types and amounts of Expenses incurred by or on behalf of the undersigned Indemnitee are
itemized on Attachment I to this Indemnitee&#146;s Undertaking. The undersigned Indemnitee hereby
requests that the total amount of these Expenses (the &#147;Advanced Amount&#148;) be paid by the Company in
advance of the final disposition of such Proceeding in accordance with the Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">The undersigned Indemnitee hereby agrees to repay the Advanced Amount to the Company to the
extent that it is determined, following the final disposition of such Proceeding and in accordance
with Section&nbsp;9, that the undersigned Indemnitee is not entitled to be indemnified therefor by the
Company.



<P align="left" style="margin-left:46%; font-size: 12pt">Very truly yours,



<P align="left" style="margin-left:46%; font-size: 12pt">Signature



<P align="left" style="margin-left:46%; font-size: 12pt">Name of Indemnitee (Type or Print)


<P align="center" style="font-size: 10pt; display: none">7
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<P align="center" style="font-size: 12pt"><B>ATTACHMENT I TO<BR>
INDEMNITEE&#146;S UNDERTAKING</B>



<P align="center" style="font-size: 12pt">ITEMIZATION OF<BR>
<U>TYPES AND AMOUNTS OF EXPENSES</U>



<P align="left" style="font-size: 12pt; text-indent: 4%">Attached hereto are receipts, statements or invoices for the following qualifying Expenses
which Indemnitee represents have been incurred by Indemnitee in connection with a Proceeding:


<P align="left" style="font-size: 12pt; text-indent: 8%"><U><B>Type</B></U> <U><B>Amount</B></U>


<P align="left" style="font-size: 12pt">1.


<P align="left" style="font-size: 12pt; text-indent: 4%">Total Advanced Amount



<P align="center" style="font-size: 10pt; display: none">8


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