STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this “ Agreement ”) is dated June 30, 2009, by and between Laboratorios
Farmaceuticos ROVI S.A., a public limited company organized and existing under the laws of Spain (the “
Investor ”), and Novavax, Inc., a Delaware corporation (the “ Company ” and, together with the Investor, the “
Parties ”), whereby the parties agree as set forth herein. Certain terms are defined in Section 9 of this Agreement.
WHEREAS , the Parties have entered into an Amended and Restated Head of Terms dated as of June 30,
2009 (the “ Head of Terms ”) providing the terms and conditions pursuant to which the Parties intend to negotiate
definitive agreements for a collaboration to develop and commercialize certain vaccines; and
WHEREAS , in connection with the collaboration, the Investor has also agreed to make an equity
investment in the Company, in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE , in consideration of the premises and the mutual promises herein made, and in
consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:
1. Subscription .
(a) Investor agrees to buy and the Company agrees to sell and issue to Investor 1,094,891 shares (the
“ Shares ”) of the Company’s common stock, $0.01 par value per share (the “ Common Stock ”), at a per share
price of $2.74 for an aggregate purchase price of $3,000,001.34 (the “ Purchase Price ”).
(b) The Shares have been registered on a Registration Statement on Form S-3, Registration No. 333-
138893 (the “ Registration Statement ”), which registration statement has been declared effective by the
Securities and Exchange Commission (the “ Commission ”) and is effective on the date hereof (together with any
registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the “ Securities Act ”)). A f