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EXHIBIT 6
EXECUTION COPY
ALLONGE TO 4% CONVERTIBLE SENIOR NOTE
THIS ALLONGE TO 4% CONVERTIBLE SENIOR NOTE (the "Allonge"), is made
September 7, 2001, between King Pharmaceuticals, Inc. ("Payee") and Novavax,
Inc. ("Company").
WHEREAS, on December 19, 2000, the Company issued to Payee a 4%
Convertible Senior Note in the aggregate principal amount of $20,000,000 (the
"First December 2000 Note"); and
WHEREAS, the parties now desire to modify certain provisions of the
First December 2000 Note, as more specifically set forth below. Capitalized
terms used herein but not otherwise defined shall have the meanings set forth in
the First December 2000 Note.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree to modify
the First December 2000 Note as follows:
1. The final sentence of the first paragraph is hereby deleted and
replaced in its entirety with the following:
Capitalized terms used and not defined in this Note shall have the
meanings assigned to them in the Investor Rights Agreement dated as
of December 19, 2000, as amended (the "Investor Rights Agreement")
by and between the Company and King Pharmaceuticals, Inc.
2. The paragraph immediately prior to the definition of "Average
Closing Price" is hereby deleted and replaced in its entirety with the
following:
Except as provided in the following sentence, payments of interest
on this Note shall be made in lawful money of the United States in
immediately available funds at the address of Payee set forth below.
If the Average Closing Price calculated with respect to an Interest
Payment Date is equal to or greater than the Conversion Price then
in effect and no Event of Default shall have occurred and be
continuing as of such Interest Payment Date, the Company, at its
option, shall have the right to pay up to the full amount of the
Stock Interest Portion of the interest due on such Interest Payment
Date by issuing to Payee the number of fully paid and nonassessable
shares of Common Stock which is determined by dividing such Stock
Interest Portion by the Average
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Closing Price calculated with respect to such Interest Payment Date
and by delivering a certificate or certificates for shares of such
Common Stock in such denomination or denominations as Payee may
request at the address specified by Payee. For purposes of the
foregoing provision:
3. The definition of "Initial Conversion Price" is hereby deleted in
its entirety.
4. A new paragraph (m) under the "Events of Default" section is hereby
added as follows:
(m) there occurs an event of default under any of the Other Notes
(as defined below).
5. A new definition under the "Events of Default" section is hereby
added as follows:
"Other Notes" shall mean (i) the September 2001 Note, (ii) the
Second December 2000 Note, and (iii) any other promissory notes or
evidence of Indebtedness issued by the Company to Payee.
6. The following language is hereby added to the middle of page 4,
immediately prior to the "Events of Default" section:
NOTWITHSTANDING ANYTHING IN THIS NOTE TO THE CONTRARY, THE COMPANY
HEREBY EXPRESSLY WAIVES, AND SHALL BE PROHIBITED FROM ENFORCING OR
SEEKING TO ENFORCE, ANY RIGHT OR REMEDY (INCLUDING, WITHOUT
LIMITATION, ANY COMMON LAW RIGHT OR REMEDY) TO SET OFF,
COUNTERCLAIM, DEDUCT OR OTHERWISE REDUCE ANY AMOUNT TO WHICH THE
COMPANY MAY BE ENTITLED TO RECEIVE FROM PAYEE OR ITS AFFILIATES
AGAINST ANY AMOUNTS PAYABLE UNDER THIS NOTE.
7. Except as expressly modified herein, the First December 2000 Note is
hereby ratified and affirmed and shall continue in full force and effect.
8. To facilitate execution, this Allonge may be executed in as many
counterparts as may be required; and it shall not be necessary that the
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signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this Allonge to produce
or account for more than a number of counterparts containing the respective
signatures of, or on behalf of, all of the parties hereto.
9. This Allonge and the documents referred to herein
constitute the entire agreement among the parties and no party shall be liable
or bound to any other party in any manner by any warranties, representations, or
covenants except as specifically set forth herein or therein.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed and delivered this
Allonge to 4% Convertible Senior Note as of the day and year first above
written.
KING PHARMACEUTICALS, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
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Title: President
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NOVAVAX, INC.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Title: President and CEO
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