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) February 19, 2008

NOVAVAX, INC.

(Exact name of Registrant as specified in its charter)

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

9920 Belward Campus Drive Rockville, Maryland (Address of principal executive offices)	20850 (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 8.01 Other Events.

On February 19, 2008, Novavax, Inc. (the “Company”) issued a press release announcing the sale of all of its assets related to Estrasorb^® in North America to Graceway Pharmaceuticals, LLC (“Graceway”). In connection with the asset sale, the Company announced that it also entered into a supply agreement with Graceway pursuant to which the Company will manufacture additional finished goods of Estrasorb with final delivery of the new inventory expected by mid-2008. Novavax retains the rights to commercialize Estrasorb in other parts of the world.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibits
99.1	Press release of Novavax, Inc. dated February 19, 2008

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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)
February 19, 2008	By:	/s/ Len Stigliano
	Name:	Len Stigliano
	Title:	Chief Financial Officer, Vice President and Treasurer

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EX-99.1

Exhibit 99.1

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

Novavax Enters Into Estrasorb^® Asset Sale and Supply Agreements with Graceway Pharmaceuticals, LLC

ROCKVILLE, MD (February 19, 2008) — Novavax, Inc. (NASDAQ: NVAX) Novavax, Inc. has entered into a sale of all of its assets related to Estrasorb^® in North America and a supply agreement for the product with Graceway Pharmaceuticals, LLC^TM (“Graceway”). Estrasorb is indicated for the treatment of moderate to severe vasomotor symptoms associated with menopause. Novavax will retain the rights to commercialize Estrasorb in other parts of the world.

In a separate but related transaction, Graceway has also purchased from Allergan, Inc. any tangible and intangible assets related to the product. Simultaneous with the transaction between Novavax and Graceway, Allergan has terminated all of its previously licensed rights to commercialize the product. Following the transaction, Allergan will have no continuing role with the product.

The agreements between Novavax and Graceway provide for the sale of the patent associated with the product, the sale of other intellectual properties and assets, and the sale of all production equipment related to Estrasorb. Graceway granted back to Novavax a royalty-free license to the micellar nanoparticle technology for application in certain fields unrelated to Estrasorb. Under the supply agreement, Novavax will manufacture additional finished goods of Estrasorb with final delivery of the new inventory expected by mid-2008. Graceway will pay a preset transfer price per unit of Estrasorb for this supply of the product. Novavax will exit its Philadelphia manufacturing location upon completion of its delivery obligations to Graceway. The asset sale and ongoing production of Estrasorb will generate for Novavax only a modest profit related to this transaction in 2008. However, the transaction is expected to generate in excess of $2 million of favorable cash flow in 2008 due to non-cash charges against earnings.

Commenting on these agreements, Rahul Singhvi, President and CEO of Novavax said “Today’s transaction with Graceway will generate cash for Novavax and will further focus the Company on its core vaccine business.”

ABOUT NOVAVAX
Novavax Inc. is committed to leading the global fight against infectious disease by creating novel, highly potent vaccines that are safer and more effective than current

preventive options. Using the company’s proprietary virus-like particle (VLP) and Novasome^® adjuvant technologies, Novavax is developing vaccines to protect against H5N1 pandemic influenza, seasonal flu and other viral diseases. Novavax’s particulate vaccines closely match disease-causing viruses while lacking the genetic material to cause disease, which provides potential for greater immune protection at lower doses than current vaccines. With an exclusive portable manufacturing system that allows for rapid mass-production of vaccines, Novavax is uniquely positioned to meet global public health needs.

FORWARD-LOOKING STATEMENTS
Statements herein relating to future financial or business performance, conditions or strategies and other financial and business matters, including expectations regarding product sales, operating expenses, and clinical developments 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 uncertainty regarding the effect or outcome of the Company’s decision to sell the assets and supply agreement related to Estrasorb, the human capital and other costs Novavax will incur to exit the manufacturing facility, the diversion of management’s attention while managing the exit of the facility, the length of time required to finish the lots and close down the facility and continued acceptance of Estrasorb in the marketplace. 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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