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.
EXCLUSIVE LICENSE AGREEMENT
This Agreement, effective as of February 26, 2007 (the “Effective Date”), is between the University of
Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as
represented by its Worcester campus, and Novavax, Inc. (“Company”), a publicly traded corporation having a
principal location at 9920 Belward Campus Drive, Rockville, MD, 20850.
R E C I T A L S
WHEREAS, University is owner by assignment of the invention claimed in the United States Patent
Applications listed on Exhibit A relating to the University’s invention disclosure number * * *; and
WHEREAS, Company desires to obtain an exclusive license to develop and commercialize products
incorporating certain Virus-Like Particles, under the rights of University in any patent rights claiming those
WHEREAS, University is willing to grant Company an exclusive license on the terms set forth in this
NOW, THEREFORE, University and Company agree as follows:
1. Definitions .
1.1. “ Affiliate ” means any legal entity (such as a corporation, partnership, or limited liability company) that is
controlled by Company. For the purposes of this definition, the term “control” means (i) beneficial ownership of
at least fifty percent (50%) of the voting securities of a corporation or other business organization with voting
securities or (ii) a fifty percent (50%) or greater interest in the net assets or profits of a partnership or other
business organization without voting securities.
1.2. “ Confidential Information ” means any and all information furnished by one party (the “Disclosing Party”)
to the other party (the “Receiving Party”) in connection with this Agreement that is specifica