Item 1.01. Entry into a Material Definitive
Agreement.
UK SARS-CoV-2 Vaccine Supply Agreement
On October 22, 2020, Novavax, Inc. (the
“Company”) entered into a SARS-CoV-2 vaccine supply agreement (the “UK Agreement”) with The Secretary of
State for Business, Energy and Industrial Strategy, acting on behalf of the government of the United Kingdom of Great Britain and
Northern Ireland (the “Authority”) under which the Authority agreed to purchase 60 million doses of NVX-CoV2372, the
Company’s vaccine candidate for the SARS-CoV-2 virus (the “Vaccine”), plus such additional orders
as the Authority may make from time to time.
Pursuant to the UK Agreement, the Company
will continue to conduct its UK-based Phase 3 clinical trial of the Vaccine, establish a dedicated supply chain for the Vaccine
in the UK (the “Dedicated UK Supply Chain”) and seek regulatory approval for the Vaccine in the UK, and the Authority
will assist the Company with such Phase 3 clinical trial by using commercially reasonable efforts to facilitate access to the
National Institute of Health Research, clinical trial sites in the UK, principle investigators, immunology lab testing facilities
and personnel, and institutional review boards.
The Company agreed to supply the Vaccine
to the Authority on a priority supply basis, pursuant to the terms of the UK Agreement. If the Company proposes to supply the Vaccine
to a third party outside of the UK prior to receiving regulatory approval in the UK, the Company must, if requested by the Authority,
either supply to or reserve for the Authority the quantity of Vaccine ordered by the Authority. Until the Company has delivered
the initial 60 million doses of the Vaccine ordered by the Authority, the Company may not supply the Vaccine to any other person
in the UK and the Company may not supply any Vaccine produced using the Dedicated UK Supply Chain to any third party outside of
the UK. In addition, with respect to any additional orders of Vaccine placed by the Authority, the Authority shall have equal priority
to any additional Vaccines produced by Novavax, based on the Authority’s pro rata portion of all orders received by Novavax
with respect to the same manufacturing facilities at our around the same time as any such additional orders placed by the Authority,
provided that no such additional orders shall interfere with the fulfillment by Novavax of any earlier and confirmed third-party
orders.
The Authority may donate or resell doses
of the Vaccine in excess of its requirements to other countries, governments and charitable organizations, subject to certain limitations
set forth in the UK Agreement, including that the purpose of such donation or resale is to vaccinate individuals against SARS-CoV-2.
A joint committee of representatives
of the Company and the Authority is responsible for overseeing the performance and supply contemplated by the UK Agreement.
The Authority may terminate the UK Agreement if the Authority's supply of the Vaccine is materially interrupted, delayed or
deferred due to government interventions or obligations to other third parties, and such interruption of supply is not
remedied within 20 business days (a “Loss of Supply”). The Authority may reduce or cancel orders of the Vaccine
following any (i) actual or reasonably anticipated Loss of Supply which has not been remedied within 45 days, (ii) adjustment
to the development and manufacturing plan or regulatory specification or approval, or (iii) the Company’s actual or
reasonably threatened or anticipated failure to meet the delivery schedule. Unless extended pursuant to the terms of the UK
Agreement, the UK Agreement will terminate 120 days after 60 million doses of the Vaccine are delivered to the Authority.
The foregoing description of the material
terms of the UK Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which
will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2020.
700 Quince Orchard Road Lease Agreement
On October 22, 2020, the Company entered
into a Lease Agreement (the “Lease Agreement”) with ARE-MARYLAND NO. 51, LLC (the “Landlord”) for the premises
located at 700 Quince Orchard Road, Gaithersburg, MD 20878 (the “Premises”). The Premises consist of approximately
170,000 square feet, which the Company intends to use for manufacturing, research and development, and offices. The term of the
Lease Agreement is approximately 15 years, and the Company has the option to extend the Lease Agreement for two successive five-year
terms. The Lease Agreement provides for an annual base rent of $5.8 million that is subject to future rent increases, and obligates
the Company to pay building operating costs. The Landlord will contribute an aggregate of $30.6 million toward tenant improvements.
The foregoing description of the material
terms of the Lease Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which
will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2020.