0000950133-06-003799 Sample Contracts

LICENSE AND DEVELOPMENT AGREEMENT
License and Development Agreement • August 14th, 2006 • Novavax Inc • Biological products, (no disgnostic substances) • New York

This agreement (“Agreement”) entered into this [ ]th day of [ ], 2006 (the “Effective Date”) by and between NOVAVAX, INC., a Delaware corporation having an address at 508 Lapp Road Malvern, Pennsylvania 19355 (hereinafter referred to as “NOVAVAX” or "Party”) and ESPRIT Pharma, Inc., a Delaware corporation having an address at 2 Tower Center Boulevard, East Brunswick, NJ 08816, (hereinafter referred to as “ESPRIT” or “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed in ARTICLE 1 (Definitions).

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SUPPLY AGREEMENT
Supply Agreement • August 14th, 2006 • Novavax Inc • Biological products, (no disgnostic substances)

AGREEMENT, (this “Agreement”) is dated as of , 2006 by and between NOVAVAX, Inc., a Delaware corporation having its principal place of business at 508 Lapp Road, Malvern, Pennsylvania 19355, (“NOVAVAX” or “Supplier”) and ESPRIT Pharma, Inc., a Delaware corporation having its principal place of business at 2 Town Center Boulevard, East Brunswick, New Jersey 08816 (“ESPRIT” or “Buyer”). Supplier and Purchaser may be referred to individually as a “Party” or collectively as the “Parties.”

SUBLEASE AGREEMENT
Sublease Agreement • August 14th, 2006 • Novavax Inc • Biological products, (no disgnostic substances) • Pennsylvania

This Sublease Agreement (“Sublease”) is made on April ___, 2006 by and between Novavax, Inc., a Delaware corporation (“Sublandlord”) and Sterilox Technologies, Inc., a Delaware corporation (“Subtenant”).

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