NVAX Novavax Inc

Item 1.01. Entry into a Material Definitive Agreement.

On December 31, 2020, Novavax, Inc. (the “Company”) entered into an advanced purchase agreement (the “Australia Agreement”) with The Commonwealth of Australia as represented by the Department of Health (the “Customer”) under which the Customer agreed to purchase 51 million doses of NVX-CoV2373, the Company’s vaccine candidate for the SARS-CoV-2 virus (the “Vaccine”) solely for the purpose of vaccinating individuals in Australia (and, subject to certain conditions, for donation or resale to countries and organizations outside Australia), plus such additional orders as the Customer may make from time to time, up to a maximum aggregate additional 10 million doses.

The Company will use commercially reasonable efforts to obtain regulatory approval for the Vaccine from the Therapeutic Goods Administration in Australia, and the Customer will reasonably support the Company with obtaining such regulatory approval. If such regulatory approval is obtained, as soon as practicable thereafter, the Company intends to commence delivering monthly shipments of the Vaccine to the Customer until the aggregate amount of doses under the Australia Agreement has been provided. The Customer may cancel deliveries of the Vaccine following any actual or expected failure by the Company to meet the required levels of supply that has not been timely remedied pursuant to the terms of the Australia Agreement.

The Customer may donate or resell doses of the Vaccine to other countries and organizations, subject to certain limitations set forth in the Australia Agreement, including that the purpose of such donation or resale is to vaccinate individuals against SARS-CoV-2.

The Customer may terminate the Australia Agreement, among other reasons, (i) if a material breach by the Company is not timely cured following written notice of such breach or such breach is incapable of being cured, (ii) if the Company fails to timely achieve regulatory approval in Australia, or (iii) upon the occurrence of certain adverse regulatory actions. Unless extended pursuant to the terms of the Australia Agreement, the Australia Agreement will terminate upon the later of (a) the end of the pandemic period (as determined by the World Health Organization), (b) three years from the effective date of the Australia Agreement, or (c) the delivery of 51 million doses of the Vaccine.

The foregoing description of the material terms of the Australia 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 year ended December 31, 2020.