Via Facsimile and U.S. Mail
Mail Stop 6010


July 12, 2005


Mr. Dennis W. Genge
Chief Financial Officer, Vice President
Novavax, Inc.
508 Lappa Road
Malvern, PA 19355

Re:	Novavax, Inc.
	Form 10-K/A for Fiscal Year Ended December 31, 2004
	Filed March 15, 2005
	File No.  000-26770

Dear Mr. Genge:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  In our comments, we ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Form 10-K/A for the fiscal year ended December 31, 2004

Management`s Discussion and Analysis

Liquidity and Capital Resources, page 29

1. Please tell us why interest payments on long-term debt are
excluded from the contractual obligations and commitments table.
Please refer to section IV of Financial Reporting Release 72.

Notes to Consolidated Financial Statements

Note 4.  Product Agreements and Acquisitions, page F-15

2. Please provide us with the detailed calculation supporting the
$2,514,000 intangible asset recorded.  In addition tell us how
this
amount qualifies as an intangible asset.  Please include the
specific
authoritative literature used in arriving at your conclusions.

Note 6.  Supplemental Financial Data

Sales Return and Rebate Allowances, page F-17

3. We note that your roll-forwards of the sales return and rebate
allowances do not segregate the provision related to sales made in
the current period from the provision related to sales made in
prior
periods.  Please tell us the amounts for each period.  If you are
unable to distinguish activity between prior and current year
sales,
please tell us how you can determine for any period-end, that the
financial statements are fairly stated, that no material errors
were
made and that you can reasonably estimate these deductions.
Please
refer to paragraphs 6 and 8 from SFAS 48 and SAB Topic
13(A)(4)(b).

*    *    *    *

      Please provide us the information requested within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter with your supplemental responses that keys
your responses to our comments.  Detailed cover letters greatly
facilitate our review.  Please file your letter on EDGAR under the
form type label CORRSEP.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Dana Hartz, Staff Accountant, at (202) 551-
3648
or Joel Parker, Accounting Branch Chief, at (202) 551-3651 if you
have questions regarding the comments. In this regard, do not
hesitate to contact me, at (202) 551-3679.

								Sincerely,



								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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Mr. Dennis W. Genge
Novavax, Inc.
July 12, 2005
Page 3