April 22 1999 Novavax/Cantab - page: 1
- and -
CANTAB PHARMACEUTICALS RESEARCH LIMITED
April 22 1999
April 22 1999 Novavax/Cantab - page: 2
THIS AGREEMENT is made the day of 1999
(1) NOVAVAX, INC. a company incorporated under the law of the State of Delaware, whose principal place
of business is at Suite C, 8320 Guilford Road, Columbia, MD 21046, USA (together with its subsidiaries
(including without limitation its wholly-owned subsidiaries Micro-Pak, Inc. and Micro Vesicular Systems Inc),
(2) CANTAB PHARMACEUTICALS RESEARCH LIMITED (Company number 2270217) a company
incorporated under the laws of England whose registered office is at 310 Cambridge Science Park, Milton Road,
CB4 0WG ("Cantab").
(A) Pursuant to an agreement of 23 December 1997 between Novavax and Cantab, Novavax granted Cantab
an exclusive option to acquire a worldwide exclusive licence under the Novavax IP (as defined herein).
(B) Cantab has exercised that option and Novavax (including Novavax's wholly-owned subsidiaries Micro-Pak,
Inc., and Micro Vesicular Systems, Inc., which is/are registered owner(s) of patent rights included in the
Novavax IP as hereinbelow defined, and which have endorsed their consent to the transaction hereby effected
and their agreement to be bound thereby insofar as their proprietary interests are affected) hereby grants Cantab
an exclusive worldwide licence to the Novavax IP on the terms and conditions set out herein.
IT IS AGREED AS FOLLOWS:-
1. DEFINITION AND INTERPRETATION
1.1 In this Agreement and in the Schedules to this Agreement the following
words and phrases shall have the following meanings unless the context
1.1.1 "Affiliate" - any company, partnership or other entity which directly
or indirectly Controls, is Controlled by or is under common Control
with, either Party including as a Subsidiary or Holding Company.
1.1.2 "Agreement" - th