8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 6, 2009

NOVAVAX, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-26770	22-2816046
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

9920 Belward Campus Drive Rockville, Maryland	20850
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (240) 268-2000

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 7, 2009, Novavax, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2009 and will conduct a previously announced, publicly available conference call to discuss those results as well as to provide an update on the status of the Company’s business operations.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this Item 2.02 of Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2009, the Board of Directors appointed Frederick W. Driscoll as its Vice President, Chief Financial Officer and Treasurer. Mr. Driscoll will commence employment on August 24, 2009.

Mr. Driscoll, 58, was with Genelabs Technologies, Inc. from 2007 to January 2009, where he served as Chief Financial Officer from 2007 to February 2008, as Interim Chief Executive Officer from February 2008 to August 2008, and as President and Chief Executive Officer from September 2008 to January 2009. Prior to that, Mr. Driscoll served as the Chief Financial Officer for Astraris, Inc. during 2006 and 2007. From 2000 to 2006, Mr. Driscoll was employed by OxiGENE, Inc., where he served as President and Chief Executive Officer from 2002 to 2006.

Pursuant to an agreement between the Company and Mr. Driscoll dated August 6, 2009 (the “Employment Agreement”), Mr. Driscoll will receive an annual base salary of $275,000. Under the Company’s incentive bonus plan, Mr. Driscoll is eligible to receive a target performance bonus of 40% of his base salary, or any other percentage deemed appropriate based upon Mr. Driscoll’s and the Company’s achievement of certain specified goals, as determined by the President and CEO and Board of Directors, or any subcommittee thereof. The bonus may be paid out partly in cash and partly in shares of restricted stock at the discretion of the Board of Directors. On Mr. Driscoll’s start date, the Company will grant Mr. Driscoll stock options to purchase 220,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on such date and 10,000 shares of restricted stock. Mr. Driscoll is also eligible for additional stock awards based upon performance, subject to the approval of the President and CEO and the Board of Directors. Mr. Driscoll also is entitled to participate in the Company’s benefits and insurance programs, including its Change of Control Severance Benefit Plan, and is entitled to four weeks of paid vacation.

The Employment Agreement also includes confidentiality and non-competition provisions. Mr. Driscoll agreed not to compete with the Company for a period of twelve months following termination of his employment. If Mr. Driscoll is terminated without cause or if Mr. Driscoll terminates his employment for good reason, he is entitled to a lump sum payment equal to twelve months of his then effective salary.

A copy of the Agreement is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

The Company issued a press release announcing the appointment of Mr. Driscoll as its Chief Financial Officer on August 6, 2009. A copy of the release is furnished with this report as Exhibit 99.2.

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Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibits

10.1	Employment Agreement between Novavax, Inc. and Frederick Driscoll dated August 6, 2009.
99.1	Press Release issued by Novavax, Inc. dated August 7, 2009 announcing financial results for the second quarter ended June 30, 2009.
99.2	Press Release issued by Novavax, Inc. dated August 6, 2009 announcing the appointment of Frederick W. Driscoll as Chief Financial Officer.

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SIGNATURES

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, thereunto duly authorized

	Novavax, Inc. (Registrant)
August 7, 2009	By:	/s/ Rahul Singhvi
		Name:	Rahul Singhvi
		Title:	President and Chief Executive Officer

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

     This Employment Agreement (this “Agreement”) is dated as of August 6^th, 2009, between Novavax, Inc., a Delaware corporation having its principal office at 9920 Belward Campus Drive, Rockville, MD 20850, and Frederick W. Driscoll (“Executive”).

     WHEREAS, Executive will commence employment with the Company on or about August 24, 2009 pursuant to an offer letter dated August 6, 2009; and

     The Company and Executive hereby agree as follows:

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

     2. Duties. During the Term (as hereinafter defined), Executive shall devote his full business time to the performance of services as Vice President, Chief Financial Officer, and Treasurer of Novavax, Inc., performing such services, assuming such responsibilities and exercising such authority as are set forth in the Bylaws of the Company for such offices and assuming such other duties and responsibilities as prescribed by the President and CEO and Board of Directors. During the Term, Executive’s services shall be completely exclusive to the Company and he shall devote his entire business time, attention and energies to the business of the Company and the duties which the Company shall assign to him from time to time. Executive agrees to perform his services faithfully and to the best of his ability and to carry out the policies and directives of the Company. Notwithstanding the foregoing, it shall not be a violation of this Agreement for the Executive to serve as a director of any company whose products do not compete with those of the Company and to serve as a director, trustee, officer, or consultant to a charitable or non-profit entity; provided that such service does not adversely affect Executive’s ability to perform his obligations hereunder. Executive agrees to take no action which is in bad faith and prejudicial to the interests of the Company during his employment hereunder. Notwithstanding the location where Executive shall be based, as set forth in this Agreement, he also may be required from time to time to perform duties hereunder for reasonably short periods of time outside of said area.

     3. Term. The term of this Agreement shall be for the period beginning on August 24, 2009 and continuing until September 1, 2010, unless earlier terminated pursuant to Section 7 hereof (the “Term”) and shall be renewed automatically for additional twelve-month periods on the terms set forth herein, as they may be modified from time to time by mutual agreement, unless one of the Company or the Executive provides notice of termination at least 30 days before the expiration of the then current term. The parties acknowledge that the employment hereunder is employment at will.

     4. Compensation.

          (a) Base Compensation. For all Executive’s services and covenants under this Agreement, the Company shall pay Executive an annual salary, which is $275,000 as of this

agreement, established by the Board of Directors or an authorized committee thereof (in accordance with the management processes) and payable in accordance with the Company’s payroll policy as constituted from time to time. The Company may withhold from any amounts payable under this Agreement all required federal, state, city or other taxes and all other deductions as may be required pursuant to any law or government regulation or ruling.

          (b) Bonus Program. The Company agrees to pay the Executive a performance and incentive bonus in respect of Executive’s employment with the Company each year in an amount determined by the President and CEO and Board of Directors (or any committee of the Board of Directors authorized to make that determination) to be appropriate based upon Executive’s, and the Company’s, achievement of certain specified goals (to be established at the beginning of the bonus period), with a target bonus of 40%, or any other percentage determined by the Board of Directors, of Executive’s base salary during the year to which the bonus relates based on performance. Such bonus shall be payable no later than two and one-half months following the year for which the bonus applies. The bonus shall be paid out partly in cash and partly in shares of restricted stock, in the discretion of the Board of Directors.

          (c) Stock Awards. Subject to approval by the Board of Directors (or any committee of the Board of Directors authorized to make that determination), the Company will grant Executive (a) stock options to purchase 220,000 shares of the Company’s Common Stock ($.01 par value) at an exercise price equal to the closing price of the Company’s Common Stock on the later date of Executive’s date of hire or the date of such Board of Directors’ approval and (b) 10,000 shares of restricted stock. Each of these awards will vest as to one-third of the award on each of the first three (3) anniversaries of Executive’s date of employment.

Executive will be eligible for additional stock awards based upon performance subject to the approval of the President and Chief Executive Officer and the Board of Directors.

     5. Reimbursable Expenses. Executive shall be entitled to reimbursement for reasonable expenses incurred by him in connection with the performance of his duties hereunder in accordance with such procedures and policies for executive officers as the Company has heretofore or may hereafter establish. The amount of expenses eligible for reimbursement during any calendar year shall not affect the expenses eligible for reimbursement in any other calendar year, and the reimbursement of an eligible expense shall be made as soon as practicable after Executive submits the request for reimbursement, but not later than December 31 following the calendar year in which the expense was incurred.

     6. Benefits. (a) Executive shall be entitled to four weeks of paid vacation time per year starting from August 24, 2009, calculated and administered in accordance with Company policies for executive officers in effect from time to time. The Executive shall be entitled to all other benefits associated with normal full time employment in accordance with Company policies.

          (b) Executive shall be entitled to participate in the Company’s Change of Control Severance Benefit Plan.

     7. Termination of Employment.

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

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

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

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

               (iv) By the event of Executive’s death during the Term.

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

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

     8. Separation Pay. (a) Subject to Executive’s execution and delivery to the company of the Company’s standard form of Separation and Release Agreement, the Company shall pay Executive an amount equal to the Separation Pay upon the occurrence of the applicable Separation Event but in no case later than two and one-half months following the year in which the Separation Event occurs. Separation Pay shall each be payable in accordance with the Company’s payroll policy as constituted from time to time, and shall be subject to withholding of all applicable federal, state and local taxes and any other deductions required by applicable law. In the event of Executive’s death, the Company’s obligation to pay further compensation hereunder shall cease forthwith, except that Executive’s legal representative shall be entitled to receive his fixed compensation for the period up to the last day of the month in which such death shall have occurred.

          (b) Section 8(a) above shall not apply should Executive receive severance benefits under the Company’s Change in Control Severance Benefit Plan.

     9. “Separation Pay” shall mean a lump sum amount equal to twelve months of Executive’s then effective salary.

          (a) “Separation Event” shall mean:

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(i) the Company’s termination of Executive’s employment by the Company without Cause, during the Term; or

(ii) the termination of Executive’s employment by the Executive for Good Reason.

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

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

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

          (c) Executive shall cooperate fully with the Company, both during and after his employment with or engagement by the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Intellectual Property. Without limiting the foregoing, Executive agrees that to the extent copyrightable, any such original works of authorship shall be deemed to be “works for hire” and that the Company shall be deemed the author thereof under the U.S. Copyright Act, provided that in the event and to the extent such works are determined not to constitute “works for hire” as a matter of law, Executive hereby irrevocably assigns and transfers to the Company all right, title and interest in such works, including but not limited to copyrights thereof. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Intellectual Property (at the Company’s expense) and agrees that these obligations are binding upon his assigns, executors, administrators and other legal representatives. To that end, Executive shall provide current contact information to the Company including, but not limited to, home address, telephone number and email address, and shall update his contact information whenever necessary.

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     11. Confidentiality. Executive acknowledges his obligation of confidentiality with respect to all proprietary, confidential and non-public information of the Company, including all Intellectual Property. By way of illustration, but not limitation, confidential and proprietary information shall be deemed to include any plan, method, data, know-how, research, information, procedure, development, invention, improvement, modification, discovery, process, work of authorship, documentation, formula, technique, product, idea, concept, design, drawing, specification, technique, trade secret or intellectual property right whatsoever or any interest therein whether patentable or non-patentable, patents and applications therefor, trademarks and applications therefor or copyrights and applications therefor, personnel data, records, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, including prospective customers and contacts at customers, price lists, pricing policies and supplier lists of the Company, in each case coming into Executive’s possession, or which Executive learns, or to which Executive has access, or which Executive may discover or develop (whether or not related to the business of the Company at the time this Agreement is signed or any information Executive originates, discovers or develops, in whole or in part) as a result of Executive’s employment by (either full-time or part-time), or retention as a consultant of, the Company. Executive shall not, either during the Term or for a period of ten (10) years thereafter, use for any purpose other than the furtherance of the Company’s business, or disclose to any person other than a person with a need to know such confidential, proprietary or non-public information for the furtherance of the Company’s business who is obligated to maintain the confidentiality of such information, any information concerning any Intellectual Property, or other confidential, proprietary or non-public information of the Company, whether Executive has such information in his memory or such information is embodied in writing, electronic or other tangible form.

     All originals and copies of any of the foregoing, however and whenever produced, shall be the sole property of the Company. All files, letters, memoranda, reports, records, data, sketches, drawings, program listings, or other written, photographic, or other tangible or electronic material containing confidential or proprietary information or Intellectual Property, whether created by me or others, which shall come into Executive’s custody or possession, shall be and are the exclusive property of the Company to be used by Executive only in the performance of his duties for the Company. All electronic material containing confidential or proprietary information or Intellectual Property will be stored on a computer supplied to Executive by the Company and, under no circumstances, will it be transferred to a personal computer. Executive will promptly deliver to the Company and/or a person or entity identified by the Company all such materials or copies of such materials and all tangible property of the Company in Executive’s custody or possession, upon the earlier of (i) a request by the Company or (ii) termination of employment or engagement by the Company. After such delivery, Executive will not retain any such materials or copies or any such tangible property or any summaries or memoranda regarding same.

     12. Non-Competition Covenant. As the Executive has been granted options to purchase stock in the Company and as such has a financial interest in the success of the Company’s business and as Executive recognizes that the Company would be substantially injured by Executive competing with the Company, Executive agrees and warrants that within the United States, he will not, unless acting with the Company’s express prior written consent, directly or indirectly, while an employee of the Company and during the Non-Competition Period, as defined below, own, operate, join, control, participate in, or be connected as an officer, director, employee, partner, stockholder, consultant or otherwise, with any business or entity which competes with the business of the Company (or its successors or assigns) as such business is now constituted or as it may be constituted at any time during the Term of this

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Agreement; provided, however, that Executive may own, and exercise rights with respect to, less than one percent of the equity of a publicly traded company. The “Non-Competition Period” shall be a period of twelve months following termination of employment.

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

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

     14. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given on actual receipt after having been delivered by hand, mailed by first class mail, postage prepaid, or sent by Federal Express or similar overnight delivery services, as follows: (a) if to Executive, at the address shown at the head of this Agreement, or to such other person(s) or address(es) as Executive shall have furnished to the Company in writing and, if to the Company, to it at the address set forth in the preamble hereto with a copy to Jennifer L. Miller, Esq., Ballard Spahr Andrews & Ingersoll, LLP, 1735 Market Street, 51^st Floor, Philadelphia, Pennsylvania 19103, or to such other person(s) or address(es) as the Company shall have furnished to Executive in writing.

     15. Assignability. In the event of a change of control (as defined in the Company’s Change of Control Severance Benefit Plan), the terms of this Agreement shall inure to the benefit of, and be assumed by, the successor to the Company or the acquiring person in such change in control transaction. This Agreement shall not be assignable by Executive, but it shall be binding upon, and to the extent provided in Section 8 shall inure to the benefit of, his heirs, executors, administrators and legal representatives.

     16. Entire Agreement. This Agreement contains the entire agreement between the Company and Executive with respect to the subject matter hereof and there have been no oral or other prior agreements of any kind whatsoever as a condition precedent or inducement to the signing of this Agreement or otherwise concerning this Agreement or the subject matter hereof. Notwithstanding the foregoing, Executive acknowledges that he is required as a condition to continued employment, to comply at all times, with the Company’s policies affecting employees, including the Company’s published Code of Ethics, as in effect from time to time. Executive further acknowledges that the Non-Disclosure, Proprietary Information and Invention Assignment Agreement he signed upon becoming an employee or thereafter remains in full force and effect despite the execution of this Agreement and any changes in his employment status with the Company.

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     17. Equitable Relief. Executive recognizes and agrees that the Company’s remedy at law for any breach of the provisions of Sections 10, 11, 12 or 13 hereof would be inadequate, and he agrees that for breach of such provisions, the Company shall, in addition to such other remedies as may be available to it at law or in equity or as provided in this Agreement, be entitled to injunctive relief and to enforce its rights by an action for specific performance. Should Executive engage in any activities prohibited by this Agreement, he agrees to pay over to the Company all compensation, remuneration or monies or property of any sort received in connection with such activities; such payment shall not impair any rights or remedies of the Company or obligations or liabilities of Executive which such parties may have under this Agreement or applicable law.

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

     19. Severability. If any part of any term or provision of this Agreement shall be held or deemed to be invalid, inoperative or unenforceable to any extent by a court of competent jurisdiction, such circumstances shall in no way affect any other term or provision of this Agreement, the application of such term or provision in any other circumstances, or the validity or enforceability of this Agreement. Executive agrees that the restrictions set forth in Sections 11 and 12 above (including, but not limited to, the geographical scope and time period of restrictions) are fair and reasonable and are reasonably required for the protection of the interests of the Company and its affiliates. In the event that any provision of Section 12 or 13 relating to time period and/or areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, said time period and/or areas of restriction shall be deemed to become and thereafter be the maximum time period and/or areas which such court deems reasonable and enforceable.

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

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

     22. Resolution of Disputes. With the exception of proceedings for equitable relief brought pursuant to Section 17 of this Agreement, any disputes arising under or in connection with this Agreement including, without limitation, any assertion by any party hereto that the other party has breached any provision of this Agreement, shall be resolved by arbitration, to be conducted in Baltimore, Maryland, in accordance with the rules and procedures of the American Arbitration Association. The parties shall bear equally the cost of such arbitration, excluding attorneys’ fees and disbursements which shall be borne solely by the party incurring the same; provided, however, that if the arbitrator rules in favor of the Executive on at least one material component of the dispute, Company shall be solely responsible for the payment of all costs, fees and expenses (including without limitation Executive’s reasonable attorney’s fees and disbursements) of such arbitration. The Company shall reimburse Executive for any such fees and expenses) incurred by Executive in any calendar year within a reasonable time following Executive’s submission of a request for such reimbursement, which in no case shall be later than the end of the calendar year following the calendar year in which such expenses were

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incurred. Executive shall submit any such reimbursement request no later than the June 30^th next following the calendar year in which the fees and expenses are incurred. In the event the arbitrator rules against Executive, Executive shall repay the Company the amount of such reimbursed expenses no later than 180 days following the date as of which such arbitrator’s decision becomes final. The provisions of this Section 22 shall survive the termination for any reason of the Term (whether such termination is by the Company, by Executive or upon the expiration of the Term).

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

     24. Survival. Sections 8 through 23 shall survive the expiration or earlier termination of this Agreement, for the period and to the extent specified therein.

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

	NOVAVAX, INC.
[SEAL]
	By:	/s/ Rahul Singhvi
		Name:	Rahul Singhvi
		Title:	President & Chief Executive Officer
	Executive:
	/s/ Frederick W. Driscoll
	Frederick W. Driscoll

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EX-99.1

Exhibit 99.1

Contact: Tricia J. Richardson
Novavax, Inc.
240-268-2031

NOVAVAX REPORTS SECOND QUARTER 2009 FINANCIAL RESULTS

ROCKVILLE, MD (August 7, 2009) — /PRNewswire-FirstCall/ — Novavax, Inc. (NASDAQ: NVAX) today reported a net loss of $8.5 million, or $0.10 per share, for the second quarter of 2009 compared to a net loss of $9.4 million, or $0.15 per share, for the second quarter of 2008.

For the six months ended June 30, 2009, Novavax reported a net loss of $16.9 million, or $0.22 per share, as compared to a net loss of $17.1 million, or $0.28 per share, for the six months ended June 30, 2008. Total cash and short-term investments as of June 30, 2009 were $31.2 million compared to $33.9 million as of December 31, 2008. Net outstanding indebtedness related to the company’s convertible notes was reduced by 17.8 million as of June 30, 2009 when compared to December 31, 2008.

Since the first quarter, Novavax continued to advance its vaccine pipeline, improved its balance sheet by raising additional capital and retiring 100% of its convertible debt, and entered into an initial agreement with ROVI Pharmaceuticals of Spain (“ROVI”).

Specific accomplishments since the first quarter included the following:

• Completed subject enrollment in the second Phase II study of its trivalent season influenza virus-like-particle (“VLP”) vaccine candidate. The company is planning on reporting top-line immunogenicity and safety results from this study by the fourth quarter of this year.

• Improved the company’s balance sheet by retiring 100% of its $22.0 million of outstanding convertible notes. The notes carried a coupon rate of 4.75% payable semi-annually and had a maturity date of July 15, 2009. The company retired $17.0 million of the notes in April 2009 by paying 70% of the principal plus accrued and unpaid interest, or $12.1 million, in cash and by issuing 2,040,000 shares of common stock for the remaining 30% of the principal, or $5.1 million. The remaining $5.0 million in outstanding convertible notes matured on July 15, 2009. In accordance with the terms of the notes, the company elected to pay 50% of the principal plus accrued and unpaid interest, or $2.6 million, in cash and issued 1,016,939 shares of common stock to pay the remaining $2.6 million of the principal plus accrued and unpaid interest.

• Entered into an initial agreement to license the company’s Seasonal and Pandemic Influenza VLP technology to ROVI to create a comprehensive influenza vaccine solution including a facility for the Spanish government using our proprietary, recombinant VLP vaccine technology. A non-profit foundation, jointly sponsored by ROVI and the Spanish authorities, will be formed and funded to support Phase III clinical development and other studies necessary to achieve market authorization of the VLP-based influenza vaccines in the European Union, which is targeted for 2012.

• Raised $21.9 million from the sale of 7.4 million shares of common stock through the ATM program.

• Launched CPL Biologicals Pvt. Ltd, the previously announced joint venture with Cadila Pharmaceuticals, to develop and manufacture vaccines, biological therapeutics and diagnostics in India.

• Recruited key executives to support the future growth of the company. New appointments include Mr. John Trizzino as Senior Vice President, International and Governmental Affairs, and Mr. Fredrick W. Driscoll as Vice President, Chief Financial Officer and Treasurer.

• Achieved a major production milestone in the Pandemic H1N1 influenza program by manufacturing a cGMP-quality batch of the company’s VLP vaccine candidate against this virus within 11 weeks of receiving the genetic sequence of the pandemic virus strain from the Centers of Disease Control.

“Our progress since the first quarter has been transformational,” said Novavax Chief Executive Officer, Dr. Rahul Singhvi. “We eliminated 100% of our $22 million outstanding convertible debt and raised net proceeds of $21.9 million through the sale of additional shares under our ATM program. Today, Novavax has a healthy

balance sheet with no long term debt and cash and short-term investments of $37.6 million as of July 31, 2009. With this financial strength, we are well positioned to advance our vaccine development programs, and in particular, continue our work on a VLP vaccine candidate against the 2009 pandemic H1N1 strain, so that we are ready to serve public health authorities in the U.S. as well as in foreign countries.”

The anticipated milestones for the remainder of 2009 include:

• Release top-line results from the Phase II trial in healthy adults with our trivalent seasonal flu vaccine candidate;

• Initiate a Phase II clinical study of our trivalent seasonal flu vaccine in older adults;

• Continue development of our pandemic H1N1 vaccine candidate;

• Complete definitive license and supply agreements with ROVI; and

• Continue expansion of operations at CPL Biologicals.

2009 Financial Results

Revenue from continuing operations for the second quarter ended June 30, 2009 was $29,000, compared to $0.3 million for the same period in 2008, a decrease of $0.3 million due to the completion of two contracts in 2009.

Research and development costs were $5.3 million for the second quarter of 2009 compared to $5.4 million in the second quarter of 2008, a decrease of $0.1 million. The decrease was due to a $0.2 million decrease in employee costs, partially offset by a $0.1 million increase in outside testing costs associated with continuing clinical trials, preclinical testing, process development, manufacturing and quality related programs.

General and administrative costs were $2.6 million in the second quarter of 2009 as compared to $3.2 million in the second quarter of 2008. The decrease of 19% was due to a reduction in employee costs of $0.2 million, a decrease in facility costs associated with general and administrative functions of $0.1 million, and a $0.1 million decrease in charges to the allowance established for two notes receivable from former directors. The balance of the decrease is attributable to a decrease in professional fees.

Novavax recorded net interest and other expense of $0.7 million for the second quarter of 2009 compared to net interest and other expense of $0.1 million for the second quarter of 2008. The increase in net interest and other expense primarily resulted from an additional other than temporary impairment in the amount of $0.5 million related to one of the company’s auction rate securities due primarily to its continued illiquidity and a $0.2 million decrease in interest income due to a decrease in the average cash and short-term investments balance during the quarter.

Accordingly, Novavax’s net loss for the quarter ended June 30, 2009 was $8.5 million, or $0.10 per share, compared to a net loss of $9.4 million, or $0.15 per share, for the quarter ended June 30, 2008. The loss for the quarter ended June 30, 2008 includes a loss from discontinued operations of $1.1 million.

As of June 30, 2009, Novavax had $31.2 million in cash and short-term investments (including auction rate securities recorded at their fair value) as compared to $33.9 million as of December 31, 2008. The company’s short-term investments consist of investments in five auction rate securities with a par value of $8.1 million and a fair value of $6.0 million. In addition to the other than temporary impairment discussed above, during the second quarter of 2009, the company recorded a $0.5 million unrealized gain, which is included in other comprehensive income related to the recovery of fair value for four of the securities.

The net decrease in cash and short-term investments of $2.7 million was principally due to cash spent for operations and cash paid for principal and interest totaling $12.1 million related to the retirement of $17.0 million of convertible debt, which were partially offset by net proceeds from the sale of common stock to Cadila of $10.7 million and proceeds from the sale of stock under the ATM program of $14.0 million. Novavax believes that based on the balance of cash and short-term investments at June 30, 2009, along with the proceeds from its transaction with ROVI of $3.0 million and the proceeds of $8.0 million received from additional sales of stock under the ATM program in July 2009, it has sufficient funds to execute its current business plan for at least the next twelve months. Novavax may pursue additional funding through the potential sale of equity securities, other non-dilutive financing, or additional partnering agreements, as opportunities arise.

About Novavax

Novavax, Inc. is a clinical stage biotechnology company, creating novel vaccines to address a broad range of infectious diseases worldwide using advanced proprietary viruslike particle (VLP) technology. The Company produces these VLP based, potent, recombinant vaccines utilizing new, and efficient manufacturing approaches. Additional information about Novavax is available at www.novavax.com and in the Company’s various filings with the Securities and Exchange Commission.

Conference Call

Novavax’s management will host its quarterly conference call at 10:00 a.m. Eastern time (7:00 a.m. Pacific time) today. The live conference call will be accessible via Novavax’s website at www.novavax.com under Investor/Events or by telephone at 1 (866) 206-5917 (U.S. or Canada) or 1 (703) 639-1106 (International). An archive of the conference call will be available on Novavax’s website approximately one hour after the event for 90 days. A replay of the webcast will be available on the website for 90 days after the call and a replay of the conference call will also be available by telephone beginning August 7th, 2009 at 1:00 pm through August 12, 2009 at 11:59pm. To access the replay, dial 1 (888) 266 2081 and enter pass code 1366728.

Forward Looking Statements

Statements herein relating to future financial or business performance, conditions or strategies and other financial and business matters, including expectations regarding revenues, operating expenses, cash burn, and clinical developments and anticipated milestones are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Novavax cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include risks and uncertainties, including the Company’s ability to progress any product candidates in preclinical or clinical trials; the scope, rate and progress of its preclinical studies and clinical trials and other research and development activities; clinical trial results; even if the data from preclinical studies or clinical trials is positive, the product may not prove to be safe and efficacious; Novavax’s pilot plant facility is subject to extensive validation and FDA inspections, which may result in delays and increased costs; the success of the Company’s foreign joint venture and licensing agreements; the Company’s ability to enter into future collaborations with industry partners and the government and the terms, timing and success of any such collaboration; the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; our ability to obtain rights to technology; competition for clinical resources and patient enrollment from drug candidates in development by other companies with greater resources and visibility; our ability to obtain adequate financing in the future through product licensing, co-promotional arrangements, public or private equity or debt financing or otherwise; general business conditions; competition; business abilities and judgment of personnel; and the availability of qualified personnel. Further information on the factors and risks that could affect Novavax’s business, financial conditions and results of operations, is contained in Novavax’s filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. These forward-looking statements speak only as of the date of this press release, and Novavax assumes no duty to update forward-looking statements.

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NOVAVAX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share information)
(unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2009			2008			2009			2008
Revenues		29			342			50			800
Operating costs and expenses:
Research and development		5,297			5,380			9,563			9,814
General and administrative		2,562			3,166			5,454			6,410
Total operating costs and expenses		7,859			8,546			15,017			16,224
Loss from continuing operations before other (expense) income, net		(7,830	)		(8,204	)		(14,967	)		(15,424	)
Other (expense) income, net		(710	)		(110	)		(1,922	)		7
Loss from continuing operations		(8,540	)		(8,314	)		(16,889	)		(15,417	)
Loss from discontinued operations		—			(1,058	)		—			(1,710	)
Net loss	$	(8,540	)	$	(9,372	)	$	(16,889	)	$	(17,127	)
Basic and diluted net loss per share:
Loss per share from continuing operations	$	(0.10	)	$	(0.14	)	$	(0.22	)	$	(0.25	)
Loss per share from discontinued operations		—		$	(0.02	)		—		$	(0.03	)
Net loss per share	$	(0.10	)	$	(0.15	)	$	(0.22	)	$	(0.28	)
Basic and diluted weighted average number of common shares outstanding		84,832,226			61,329,699			76,806,926			61,286,169

SELECTED BALANCE SHEET DATA
(in thousands)

	As of June 30,		As of December 31,
	2009		2008
	(unaudited)
Cash and cash equivalents	$	25,216	$	26,938
Short-term investments		5,978		6,962
Total current assets		32,041		35,096
Working capital		21,849		7,379
Total assets		73,221		76,625
Long term debt		450		480
Stockholders’ equity		59,721		45,489

###

EX-99.2

Exhibit 99.2

Contact:   Tricia J. Richardson
Novavax, Inc.
1 240-268-2031

Novavax Announces Appointment of Frederick W. Driscoll as
Vice President, Chief Financial Officer and Treasurer

Rockville, MD — August 6, 2009 — Novavax, Inc. (Nasdaq: NVAX) announced today the appointment of Frederick W. Driscoll as Vice President, Chief Financial Officer and treasurer. Mr. Driscoll will report to Dr. Rahul Singhvi, Novavax’s President and Chief Executive Officer.

Previously Mr. Driscoll served as Chief Financial Officer, and President and Chief Executive Officer of Genelabs Technologies, Inc. Prior to his position at Genelabs, Mr. Driscoll served in a variety of financial and senior management positions at Astraris, Inc., OXiGENE, Inc. and Collagenesis Corp. He also spent more than twenty years with Instrumentation Laboratory as vice president of finance for the Americas.

Dr. Singhvi stated: “We are pleased to welcome Fred Driscoll to Novavax as our new chief financial officer. Fred is joining Novavax at a time of significant growth and his contribution at such a critical juncture will be welcome by everyone on our Executive Team. We are looking forward to tapping into his many years of biotechnology industry experience as we expand our vaccine development programs, manufacturing operations and international collaborations.”

Mr. Michael A. McManus, Jr., Novavax’s Audit Committee Chairman, commented: “Mr. Driscoll is a seasoned and talented executive with valuable experience in financial management, corporate strategy and fundraising, and investor relations. Fred has had considerable experience as a public company CFO and has raised significant funds in the capital markets. In addition, he enjoys a strong reputation in the investment community. We welcome him to our Executive team.”

Mr. Driscoll received his bachelor’s degree in accounting from Bentley College.

About Novavax

Novavax, Inc. is a clinical-stage biotechnology company creating novel vaccines to address a broad range of infectious diseases worldwide, including H1N1, using advanced proprietary virus-like particle (VLP) technology. The company produces these VLP-based, potent, recombinant vaccines utilizing new and efficient manufacturing approaches. Additional information about Novavax is available at www.novavax.com and in the company’s various filings with the Securities and Exchange Commission.

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