0000950133-08-000770 Sample Contracts

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Supply and Lease Terms and Conditions • February 25th, 2008 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware

This letter confirms the agreement between Novavax, Inc. (“Novavax”) and Catalent Pharma Solutions, Inc. (“Catalent”) with respect to certain supply and leasing arrangements between the parties. As we have discussed, Novavax is negotiating a potential sale of the Estrasorb™ product (the “Product”) with Graceway Pharmaceuticals, LLC (“Graceway”) and this letter agreement will be effective upon consummation of that transaction and written notice to Catalent.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LICENSE AGREEMENT
License Agreement • February 25th, 2008 • Novavax Inc • Biological products, (no disgnostic substances) • New York

THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of February 19, 2008 (“Effective Date”), by and among NOVAVAX, INC., a Delaware corporation (“Novavax”), and GRACEWAY PHARMACEUTICALS, LLC, a Delaware limited liability company (“Graceway”).

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 25th, 2008 • Novavax Inc • Biological products, (no disgnostic substances) • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 19, 2008, by and between NOVAVAX, INC., a Delaware corporation (“Seller”), and GRACEWAY PHARMACEUTICALS, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are sometimes referred to herein as the “parties” and individually as a “party”.

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUPPLY AGREEMENT
Supply Agreement • February 25th, 2008 • Novavax Inc • Biological products, (no disgnostic substances) • New York

THIS SUPPLY AGREEMENT (this “Agreement”) dated as of February 19, 2008, by and between NOVAVAX, INC., a Delaware corporation (“Novavax”), and GRACEWAY PHARMACEUTICALS, LLC, a Delaware limited liability company (“Graceway”). Novavax and Graceway may be referred to individually as a “Party” or collectively as the “Parties”.

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