Item 1.01 Entry into a Material Definitive Agreement.
On January 12, 2009, Novavax, Inc. (the "Company") entered into an At Market Issuance Sales Agreement (the "Agreement"), with Wm Smith & Co. ("Wm Smith"), under which the Company may sell an aggregate of $25,000,000 in gross proceeds of the Company's common stock from time to time through Wm Smith, as the agent for the offer and sale of the common stock. Wm Smith may sell the common stock by any method permitted by law, including sales deemed to be an "at the market" offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on NASDAQ Global Market, on any other existing trading market for the common stock or to or through a market maker. Wm Smith may also sell the common stock in privately negotiated transactions, subject to the Company's prior approval. The Company will pay Wm Smith a commission equal to 3% of the gross proceeds of the sales price of all common stock sold through it as sales agent under the Agreement.
The Agreement will terminate on the earliest of (1) the sale of all of the common stock subject to the Agreement, or (2) termination of the Agreement by the Company or Wm Smith. Wm Smith may terminate the sales agreement at any time in certain circumstances, including the occurrence of a material adverse change that, in Wm Smith's reasonable judgment, may impair its ability to sell the common stock, the Company's failure to satisfy any condition under of the Agreement or a suspension or limitation of trading of the Company's common stock on NASDAQ. The Company and Wm Smith may each terminate the sales agreement at any time upon 60 days prior notice.
The summary of the terms of the Agreement is qualified in its entirety by the text of the Agreement, a copy of which is attached to this Form 8-K as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 At Market Issuance Sales Agreement, dated January 12, 2009, by and between Novavax, Inc. and Wm. Smith & Co.

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