0001144204-10-013614 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2010 • Novavax Inc • Biological products, (no disgnostic substances) • Maryland

This Employment Agreement (this “Agreement”) is dated as of July 16, 2009, between Novavax, Inc., a Delaware corporation having its principal office at 9920 Belward Campus Drive, Rockville, MD 20850, and John J. Trizzino, an individual with a mailing address of 14228 Cervantes Avenue, Darnestown, MD 20874 (“Executive”).

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At Market Issuance Sales Agreement
Market Issuance Sales Agreement • March 16th, 2010 • Novavax Inc • Biological products, (no disgnostic substances) • Colorado

Novavax, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with McNicoll, Lewis & Vlak LLC, a Delaware limited liability company (“MLV”), as follows:

DIRECTOR INDEMNITY AGREEMENT
Director Indemnity Agreement • March 16th, 2010 • Novavax Inc • Biological products, (no disgnostic substances) • Delaware

This Agreement is made and entered into as of this 1st day of January, 2010, by and between Novavax, Inc., a Delaware corporation (the “Company”), and _______________________ (“Indemnitee”), who is currently serving the Company in the capacity of a director and/or officer thereof.

FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2010 • Novavax Inc • Biological products, (no disgnostic substances)

This Amendment (the “Amendment”), dated as of July 20, 2009 to the Employment Agreement (the “Agreement”) dated as of September 23, 2008, between Novavax, Inc., a Delaware corporation (the “Company”) having its principal office at 9920 Belward Campus Drive, Rockville, MD 20850 and Thomas S. Johnston, an individual (“Executive”).

H1N1 LICENSE AGREEMENT
H1n1 License Agreement • March 16th, 2010 • Novavax Inc • Biological products, (no disgnostic substances)

This License Agreement (the “Agreement”) is executed as of this October 6, 2009 (the “Effective Date”), by and between Novavax, Inc., a Delaware corporation having an address at 9920 Belward Campus Drive, Rockville, Maryland 20850, United States of America (“Novavax”) and CPL Biologicals Private Limited, a limited company incorporated under the laws of India having an address at “Cadila Corporate Campus”, Sarkhej-Dholka Road, Bhat, Ahmedabad – 382210, Gujarat, India (“Company”). Novavax and Company are sometimes referred to herein each individually as a “Party” and collectively as the “Parties.”

AMENDED AND RESTATED GENERAL RELEASE OF CLAIMS AND RESTRICTIVE COVENANTS AGREEMENT
Restrictive Covenants Agreement • March 16th, 2010 • Novavax Inc • Biological products, (no disgnostic substances) • Maryland

THIS AMENDED AND RESTATED GENERAL RELEASE OF CLAIMS AND RESTRICTIVE COVENANTS AGREEMENT (Agreement) is made and entered into by James M. Robinson (Employee), in consideration of the promises and mutual covenants contained herein, and in the severance offer from Novavax, Inc. (Employer) to Employee by memorandum dated January 25, 2010.

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