sv8

Nelson M. Sims
President & Chief Executive Officer
Novavax, Inc.
8320 Guilford Road
Columbia, Maryland 21046
(Name and address of agent for service)




Title of each class of securities to be registered	Amount to be registered			Proposed maximum offering price per share(1)		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, $.01 par value		1,000,000	$	6.40	$	6,400,000	$	517.76

(1)

Estimated solely for the purpose of calculating the registration fee, and based upon the average of the high and low prices of the Common Stock on the Nasdaq National Market on November 7, 2003, in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.

This Registration Statement is being filed with respect to securities of the same class and issuable under the same employee benefit plan as the securities for which the Registrant filed a Registration Statement on Form S-8 with the Securities and Exchange Commission on December 11, 1995, File No. 33-80279, a Registration Statement on Form S-8, File No. 333-77611, filed on May 3, 1999, a Registration Statement on Form S-8, File No. 333-46000, filed on September 18, 2000, and a Registration Statement on Form S-8, File No. 333-97931, filed on August 9, 2002, the contents of which are incorporated by reference herein.

The following documents filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:

The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002;

The Registrant’s Current Reports on Form 8-K filed on August 8, 2003 and February 25, 2003;

The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003; and

Description of Registrant’s Common Stock ($.01 par value) contained in the Registrant’s Registration Statement No. 0-26770 on Form 10 filed on September 14, 1995 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Legal matters in connection with the issuance of Common Stock offered hereby have been passed upon for the Registrant by White White & Van Etten LLP, 55 Cambridge Parkway, Cambridge, Massachusetts 02142, as counsel to Registrant. David A. White, a partner of such firm, owns 50,000 shares of the Common Stock of the Registrant.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 5th day of November, 2003.

We, the undersigned officers and directors of Novavax, Inc., hereby severally constitute Nelson M. Sims and Dennis W. Genge and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Novavax, Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


NAME	TITLE	DATE


/s/ Nelson M. Sims Nelson M. Sims	President, Chief Executive Officer and Director	November 5, 2003

/s/ Dennis W. Genge Dennis W. Genge	Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)	November 5,2003

/s/ Gary C. Evans Gary C. Evans	Director	November 5, 2003

/s/ Mitchell J. Kelly Mitchell J. Kelly	Director	November 5, 2003

J. Michael Lazarus, M.D.	Director


/s/ John O. Marsh, Jr. John O. Marsh, Jr.	Director	November 5, 2003

/s/ Michael A. McManus Michael A. McManus	Director	November 5, 2003

/s/Denis M. O’Donnell, M.D. Denis M. O’Donnell, M.D.	Director and Chairman of the Board	November 5, 2003

Ronald H. Walker	Director


Exhibit
Number		Description
5		Opinion of White White & Van Etten LLP
10.1		Novavax, Inc. 1995 Stock Option Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10, File No. 0-26770, filed September 14, 1995.)
10.2		First Amendment to Novavax, Inc. 1995 Stock Option Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K, File No. 0-26770, filed April 15, 1999.)
10.3		Second Amendment to Novavax, Inc. 1995 Stock Option Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8, File No. 333-46000, filed September 18, 2000.)
10.4		Third Amendment to Novavax, Inc. 1995 Stock Option Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-8, File No. 333-97931, filed August 9, 2002.)
10.5		Fourth Amendment to Novavax, Inc. 1995 Stock Option Plan
23.1		Consent of Ernst & Young LLP, independent auditors
23.2		Consent of White White & Van Etten LLP (included in Exhibit 5)
24		Power of Attorney (included in the signature pages of this Registration Statement)

We have assisted Novavax, Inc. (the “Company”), a Delaware corporation, in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission in connection with the registration of 1,000,000 shares (the “Shares”) of the Company’s Common Stock, $.01 par value per share, issuable under the Company’s 1995 Stock Option Plan (the “Plan”) as that number may be adjusted from time to time pursuant to the provisions of the Plan.

We have examined the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies, and the authenticity of the originals of any such documents. We have further assumed that all information contained in all documents reviewed by us is true and complete and that each grant of an award pursuant to the Plan will be duly authorized.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance under the Plan, and the Shares, when issued and paid for in accordance with the terms of the Plan and at a price per share in excess of the par value per share for such Shares, will be legally issued, fully-paid and nonassessable.

This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. Please note that we are opining as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is solely for your benefit in connection with the filing of the Registration Statement and may not be quoted or relied upon by any other person or used for any other purpose, without our prior written consent.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Pursuant to the resolutions of the Board of Directors of Novavax, Inc. adopted on March 20, 2003 and approved by the stockholders of Novavax, Inc. on May 7, 2003, Section 4 of the Novavax, Inc. 1995 Stock Option Plan is hereby amended by deleting the number “8,000,000” and inserting in its place the number “9,000,000” so that the first sentence of Section 4 now reads in its entirety as follows:

“Subject to adjustment as provided in Section 15 below, the maximum number of shares of Common Stock which may be issued and sold under the Plan is 9,000,000 shares.”

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1995 Stock Option Plan of Novavax, Inc. of our report dated February 28, 2003, with respect to the consolidated financial statements of Novavax, Inc. included in its Annual Report (Form 10–K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission.


		NOVAVAX, INC.

By:		/s/ Nelson M. Sims
		Nelson M. Sims,
		President and Chief Executive Officer


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


		Very truly yours,


		/s/ White White & Van Etten LLP

		WHITE WHITE & VAN ETTEN LLP


		NOVAVAX, INC.


		/s/ Dennis W. Genge

		Dennis W. Genge Vice President, Treasurer and Chief Financial Officer