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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">As filed with the Securities and Exchange Commission on January&nbsp;12, 2006
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Registration No.&nbsp;333- ______
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>








<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, DC 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>NOVAVAX, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in its Charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or Other Jurisdiction of<BR>
Incorporation or Organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>22-2816046</B><BR>
(I.R.S. Employer<BR>
Identification No.)</TD>
</TR>
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</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>508 Lapp Road, Malvern, Pennsylvania 19355</B><BR>
(Address of Principal Executive Offices) (Zip Code)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>2005 STOCK INCENTIVE PLAN</B><BR>
(Full Title of the Plan)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Rahul Singhvi</B><BR>
President &#038; Chief Executive Officer<BR>
Novavax, Inc.<BR>
508 Lapp Road<BR>
Malvern, Pennsylvania 19355<BR>
(Name and Address of Agent For Service)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>(484)&nbsp;913-1200</B><BR>
(Telephone Number, Including Area Code, of Agent For Service)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CALCULATION OF REGISTRATION FEE</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed Maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed Maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="left">Title of Securities</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount to</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Offering Price</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Aggregate</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount of</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="left">to be Registered</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">be Registered<SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Per Share<SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Offering Price</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Registration Fee<SUP style="font-size: 85%; vertical-align: text-top">(3)</SUP></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock,
$.01 par value</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">2,565,724</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">3.99</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">10,237,238</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">853.86</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Amount to be registered includes 2,000,000 shares of common stock, $.01 par value, initially
set aside and reserved for issuance and an additional 565,724 shares of common stock that had
been held in reserve under the Registrant&#146;s 1995 Stock Option Plan (the &#147;1995 Plan&#148;) and were
unused; such 565,724 shares were transferred to the Registrant&#146;s 2005 Stock Incentive Plan
(the &#147;Plan&#148;) upon approval of the Plan by stockholders. In addition, a maximum 5,746,468
shares of common stock subject to existing options under the 1995 Plan may revert to and
become issuable under the Plan if such existing options granted under the 1995 Plan should for
any reason expire or otherwise terminate. All shares of common stock under the 1995
Plan have been registered, pursuant to a Registration Statement on Form S-8, File No.
33-80279, filed with the Securities and Exchange Commission on December&nbsp;11, 1995, a
Registration Statement on Form S-8, File No.&nbsp;333-77611, filed on May&nbsp;3, 1999, a
Registration Statement on Form S-8, File No.&nbsp;333-46000, filed on September&nbsp;18, 2000, a
Registration Statement on Form S-8, File No.&nbsp;333-97931, filed on August&nbsp;9, 2002, and a
Registration Statement on Form S-8, File No.&nbsp;333-110401, filed on November&nbsp;12, 2003.
Pursuant to Rule&nbsp;416, there are also being registered such additional shares of common stock
as may become issuable pursuant to stock splits or similar transactions.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee, and based upon the
average of the high and low sale prices of the common stock on the Nasdaq National Market on
January&nbsp;6, 2006, in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Registration fee is being paid only with respect to 2,000,000 shares of common stock of the
Registrant newly issuable under the Plan, as all other shares issuable or that may become
issuable under the Plan have heretofore been registered with the Securities and Exchange
Commission and fees paid with respect thereto.</TD>
</TR>

</TABLE>



<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>









<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">PART I&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information required by this Part&nbsp;I are not required to be filed
as part of this Registration Statement on Form S-8 pursuant to the rules and regulations of the
Securities and Exchange Commission and the introductory note to Part&nbsp;I of Form S-8. Such documents
and the documents incorporated by reference in this Registration Statement on Form S-8 in Item&nbsp;3 of
Part&nbsp;II hereof, taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information required by this Part&nbsp;I will be sent or given to
participants in the Novavax, Inc. 2005 Stock Incentive Plan (the &#147;Plan&#148;) as required by Rule
428(b)(1). The documents incorporated by reference in this Registration Statement on Form S-8
(other than exhibits to such documents) and other documents required to be delivered to employees
pursuant to Rule 428(b) will be sent or given without charge to participants in the Plan upon
written or oral request. Written requests should be directed to Novavax, Inc., 508 Lapp Road,
Malvern, PA 19355, Attn: Chief Financial Officer. Telephone requests may be directed to (484)
913-1200.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">PART II&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Item&nbsp;3. <u>Incorporation of Documents by Reference</u>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by the Registrant with the Securities and Exchange Commission
are hereby incorporated by reference in this Registration Statement on Form S-8:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Registrant&#146;s Annual Report on Form 10-K (as amended) for
the fiscal year ended December&nbsp;31, 2004;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Registrant&#146;s Quarterly Reports on Form 10-Q for the fiscal
quarters ended March&nbsp;31, 2005, June&nbsp;30, 2005 and September&nbsp;30, 2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Registrant&#146;s Current Reports on Form 8-K filed on March&nbsp;14,
2005, March&nbsp;22, 2005, April&nbsp;5, 2005, July&nbsp;5, 2005, July&nbsp;22, 2005, August&nbsp;10,
2005, August&nbsp;16, 2005, September&nbsp;28, 2005, October&nbsp;24, 2005, October&nbsp;31, 2005,
November&nbsp;2, 2005, November&nbsp;15, 2005 and December&nbsp;8, 2005; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Registrant&#146;s Common Stock ($.01 par
value) contained in the Registrant&#146;s Registration Statement No.&nbsp;0-26770 on Form
10 filed on September&nbsp;14, 1995 pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), including any amendment
or report filed for the purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents subsequently filed by the Registrant pursuant to Sections&nbsp;13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to such time as the Registrant files a
post-effective amendment to this Registration Statement on Form S-8 which indicates that all
securities offered hereby have been sold, or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement
on Form S-8 and to be a part hereof from the date of filing of such documents; <I>provided</I>, that the
Registrant is not incorporating by reference any documents or information deemed to have been
furnished and not filed in accordance with SEC rules. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;4. <u>Description of Securities</u>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;5. <u>Interests of Named Experts and Counsel</u>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Legal matters in connection with the issuance of common stock offered hereby have been passed
upon for the Registrant by White White &#038; Van Etten LLP, 55 Cambridge Parkway, Cambridge,
Massachusetts 02142, as counsel to Registrant. David A. White, a partner of such firm, owns 30,000
shares of the common stock of the Registrant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;6. <U>Indemnification of Directors and Officers</U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>General Corporation Law of Delaware</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the General Corporation Law of Delaware provides that a corporation has the
power to indemnify a director, officer, employee or agent of the corporation and certain other
persons serving at the request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he or she is or is threatened
to be made a party by reason of such position, if such person shall have acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best interests of the
corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful, <I>provided </I>that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as to which such
person shall have been adjudged to be liable to the corporation unless and only to the extent that
the adjudicating court determines that such indemnification is proper under the circumstances.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Certificate of Incorporation and By-laws</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;NINTH of Novavax&#146;s Amended and Restated Certificate of Incorporation provides that a
person (a)&nbsp;shall be indemnified against all expenses (including attorneys&#146; fees), judgments, fines
and amounts paid in settlement incurred in connection with any threatened, pending or completed
action, suit or other proceeding (other than an action by or in the right of the company) to which
he or she was or is a party or is threatened to be made a party by virtue of his or her position as
a director or officer of the company or, at the company&#146;s request, as a director, officer or
trustee of another corporation, partnership, joint venture, trust or other enterprise, if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful, and (b)&nbsp;shall be indemnified against
all expenses (including attorneys&#146; fees) and amounts paid in settlement incurred in connection with
any threatened, pending or completed action or suit by or in the right of the company to procure a
judgment in the company&#146;s favor to which he or she was or is a party or is threatened to be made a
party by virtue of his or her position as a director or officer of the company or, at the company&#146;s
request, as a director, officer or trustee of another corporation, partnership, joint venture,
trust or other enterprise, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the company, except that no
indemnification shall be made with respect to any matter under (b)&nbsp;as to which such person shall
have been adjudged to be liable to the company, unless and only to the extent that the Delaware
Chancery Court determines that, despite such adjudication but in view of all of the circumstances,
he or she is entitled to indemnification. Notwithstanding the foregoing, to the extent that a
director or officer has been successful, on the merits or otherwise, including, without limitation,
the dismissal of an action without prejudice, he or she is required to be indemnified against all
expenses (including attorneys&#146; fees) incurred in connection therewith. Expenses shall be advanced
to a director or officer at his or her request, <I>provided </I>that he or she undertakes to repay the
amount advanced if it is ultimately determined that he or she is not entitled to indemnification
for such expenses.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indemnification is required to be made unless the company determines that the applicable
standard of conduct required for indemnification has not been met. In the event of a determination
by the company that the director or officer did not meet the applicable standard of conduct
required for indemnification, or if the company fails to make an indemnification payment within 60
days after such payment is claimed by such person, such person is permitted to petition the court
to make an independent determination as to whether such person is entitled to indemnification. As
a condition precedent to the right of indemnification, the director or officer must give the
company notice of the action for which indemnity is sought and the company has the right to
participate in such action or assume the defense thereof.
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;NINTH of Novavax&#146;s Amended and Restated Certificate of Incorporation further provides
that the indemnification provided therein is not exclusive, and in the event that the General
Corporation Law of Delaware is amended to expand the indemnification permitted to directors or
officers, the company must indemnify those persons to the fullest extent permitted by such law as
so amended. The company is also permitted to maintain insurance to protect itself and any
director, officer, employee or agent against any expense, liability or loss incurred by him or her
in any such capacity, or arising out of his or her status as such, whether or not the company would
have the power to indemnify such person against such expense, liability or loss under the General
Corporation Law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The company maintains insurance under which the insurers will reimburse the company for
amounts that it has paid to its directors and officers as indemnification for claims against such
persons in their official capacities. The insurance also covers such persons as to amounts paid by
them as a result of claims against them in their official capacities that are not reimbursed by the
company. The insurance is subject to certain limitations and exclusions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Indemnity Agreements</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The company has entered into indemnity agreements with each of its directors. Each agreement
provides that, with respect to third party proceedings, the company is obligated to indemnify a
director if such director was or is a party or is threatened to be made a party to any proceeding
(other than a proceeding by or in the right of the company) by reason of the fact that he or she is
or was a director and/or officer of the company, or is or was serving at the request of the company
as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against all &#147;expenses&#148; (as defined in the agreements), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the director (or on his or her
behalf) in connection with such proceeding. In order to be eligible for indemnification, the
director must have acted in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the company and, in the case of a criminal proceeding, had
no reasonable cause to believe that his or her conduct was unlawful.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The company is also obligated to provide indemnification if the director was or is a party or
is threatened to be made a party to any proceeding by or in the right of the company to procure a
judgment in its favor by reason of the fact that the individual is or was a director and/or officer
of the company, or is or was serving at the request of the company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, or other enterprise, against
all expenses actually and reasonably incurred by the director (or on his or her behalf) in
connection with the defense or settlement of such proceeding (or any claim, issue or matter
therein). Again, no such indemnification is permitted unless the indemnitee acted in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interests
of the company and, in the case of a criminal proceeding, had no reasonable cause to believe that
his or her conduct was unlawful. In addition, no indemnification shall be made in respect of any
claim, issue or matter as to which a director shall have been adjudged to be liable to the company
unless and only to the extent that the Delaware Court of Chancery (or other court in which such
proceeding was brought or is pending) determines that, despite the adjudication of liability but in
view of all the circumstances of the case, the director is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent that a director has been successful on the merits or otherwise (whether
partially or in full) in defense of any proceeding referred to above, or in defense of any claim,
issue or matter therein, he or she shall be indemnified against all expenses actually and
reasonably incurred in connection therewith. Moreover, indemnitees have the right to advancement
by the company prior to the final disposition of any proceeding or any claim, issue or other matter
therein of any and all expenses incurred in defense of such proceeding or any claim, issue or other
matter. A director must repay any amounts actually advanced to him or her that, at the final
disposition of the proceeding to which the advance related, exceeded the amounts paid or payable by
the director. The company must also have received an undertaking by or on behalf of the director
to repay such amounts to the extent that it is ultimately determined that the director is not
entitled to be indemnified.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A condition precedent to the right to be indemnified or receive advancement of expenses is the
delivery of written notice by the director to the company as soon as practicable of any proceeding
for which indemnity or advancement will or could be sought. A director will be entitled to
indemnification so long as he or she met the appropriate standard of conduct or was successful on
the merits or otherwise in defense of any such proceeding. Determination of a director&#146;s
entitlement to indemnification will be made, in the case of a change in control, by independent
counsel to the Board and, in all other cases, by a majority vote of disinterested directors (even
though less than a quorum), independent counsel, majority vote of a quorum of outstanding stock of all
classes entitled to vote, or a court of competent jurisdiction.
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Item&nbsp;7. <u>Exemption from Registration Claimed</u>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;8. <u>Exhibits</u>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Exhibit&nbsp;Index immediately preceding the exhibits is incorporated herein by reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;9. <u>Undertakings</u>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The undersigned registrant hereby undertakes:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act of
1933;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20&nbsp;percent change in the maximum aggregate offering price set forth
in the &#147;Calculation of Registration Fee&#148; table in the effective registration statement; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Provided, however, </I>that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to Section&nbsp;13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial <I>bona fide </I>offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The undersigned registrant hereby further undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant&#146;s annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan&#146;s annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial <I>bona fide </I>offering
thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in said act and will be governed by the
final adjudication of such issue.
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for filing this
Registration Statement on Form S-8 and has duly caused this Registration Statement on Form S-8 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on this 12<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day of January, 2006.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">NOVAVAX, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Rahul Singhvi
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Rahul Singhvi, President&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">and Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>POWER OF ATTORNEY</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We, the undersigned officers and directors of Novavax, Inc., hereby severally constitute Rahul
Singhvi and Dennis W. Genge and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments
to said Registration Statement, and generally to do all such things in our names and behalf in our
capacities as officers and directors to enable Novavax, Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be
signed by said attorneys, or any of them, to said Registration Statement and any and all amendments
thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on
Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>NAME</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>TITLE</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>DATE</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" nowrap valign="top"><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Rahul Singhvi
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Rahul Singhvi</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
President, Chief Executive
Officer and Director
(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">January 12, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Dennis W. Genge
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Dennis W. Genge</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Vice President, Treasurer and
Chief Financial Officer (Principal
Financial and Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">January 12, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Gary C. Evans
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Gary C. Evans</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chairman of the Board
of Directors and Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">January 12, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">&nbsp;<BR>
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Mitchell J. Kelly</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ J. Michael Lazarus, M.D.
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
J. Michael Lazarus, M.D.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">January 12, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ John O. Marsh, Jr.
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
John O. Marsh, Jr.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">January 12, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Michael A. McManus
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Michael A. McManus</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">January 12, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Denis M. O&#146;Donnell, M.D.
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Denis M. O&#146;Donnell, M.D.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">January 12, 2006</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>Exhibit&nbsp;Index</B></U>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">Exhibit</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of White White &#038; Van Etten LLP</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Novavax, Inc. 2005 Stock Incentive Plan (Incorporated by reference to Appendix&nbsp;A to the
Registrant&#146;s Definitive Proxy Statement as filed March&nbsp;29, 2005 in connection with the annual
meeting of stockholders held on May&nbsp;4, 2005)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP, registered independent public accounting firm</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of White White &#038; Van Etten LLP (included in Exhibit&nbsp;5)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature pages of this Registration Statement)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>*Filed herewith.</TD>
</TR>

</TABLE>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

</BODY>
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sv8
As filed with the Securities and Exchange Commission on January 12, 2006
Registration No. 333- ______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOVAVAX, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
22-2816046
(I.R.S. Employer
Identification No.)
508 Lapp Road, Malvern, Pennsylvania 19355
(Address of Principal Executive Offices) (Zip Code)
2005 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Rahul Singhvi
President & Chief Executive Officer
Novavax, Inc.
508 Lapp Road
Malvern, Pennsylvania 19355
(Name and Address of Agent For Service)
(484) 913-1200
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Securities
Amount to
Offering Price
Aggregate
Amount of
to be Registered
be Registered
(1)
Per Share
(2)
Offering Price
Registration Fee
(3)
Common Stock,
$.01 par value
2,565,724
$
3.99
$
10,237,238
$
853.86
(1)
Amount to be registered includes 2,000,000 shares of common stock, $.01 par value, initially
set aside and reserved for issuance and an additional 565,724 shares of common stock that had
been held in reserve under the Registrant's 1995 Stock Option Plan (the "1995 Plan") and were
unused; such 565,724 shares were transferred to the Registrant's 2005 Stock Incentive Plan
(the "Plan") upon approval of the Plan by stockholders. In addition, a maximum 5,746,468
shares of common stock subject to existing options under the 1995 Plan may revert to and
become issuable under the Plan if such existing options granted under the 1995 Plan should for
any reason expire or otherwise terminate. All shares of common stock under the 1995
Plan have been registered, pursuant to a Registration Statement on Form S-8, File No.
33-80279, filed with the Securities and Exchange Commission on December 11, 1995, a
Registration Statement on Form S-8, File No. 333-77611, filed on May 3, 1999, a
Registration Statement on Form S-8, File No. 333-46000, filed on September 18, 2000, a
Registration Statement on Form S-8, File No. 333-97931, filed on August 9, 2002, and a
Registration Statement on Form S-8, File No. 333-110401, filed on November 12, 2003.
Pursuant to Rule 416, there are also being registered such additional shares of common stock
as may become issuable pursuant to stock splits or similar transactions.
(2)
Estimated solely for the purpose of calculating the registration fee, and based upon the
average of the high and low sale prices of the common stock on the Nasdaq National Market on
January 6, 2006, in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended.
(3)
Registration fee is being paid only with respect to 2,000,000 shares of common stock of the
Registrant newly issuable under the Plan, as all other shares issuable or that may become
issuable under the Plan have heretofore been registered with the Securities and Exchange
Commission and fees paid with respect thereto.
PART I            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by this Part I are not required to be filed
as part of this Registration Statement on Form S-8 pursuant to the rules and regulations of the
Securities and Exchange Commission and the introductory note to Part I of Form S-8. Such documents
and the documents incorporated by reference in this Registration Statement on Form S-8 in Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended.
The documents containing the information required by this Part I will be sent or given to
participants in the Novavax, Inc. 2005 Stock Incentive Plan (the "Plan") as required by Rule
428(b)(1). The documents incorporated by reference in this Registration Statement on Form S-8
(other than exhibits to such documents) and other documents required to be delivered to employees
pursuant to Rule 428(b) will be sent or given without charge to participants in the Plan upon
written or oral request. Written requests should be directed to Novavax, Inc., 508 Lapp Road,
Malvern, PA 19355, Attn: Chief Financial Officer. Telephone requests may be directed to (484)
913-1200.
PART II            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and Exchange Commission
are hereby incorporated by reference in this Registration Statement on Form S-8:
1.
The Registrant's Annual Report on Form 10-K (as amended) for
the fiscal year ended December 31, 2004;
2.
The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2005, June 30, 2005 and September 30, 2005;
3.
The Registrant's Current Reports on Form 8-K filed on March 14,
2005, March 22, 2005, April 5, 2005, July 5, 2005, July 22, 2005, August 10,
2005, August 16, 2005, September 28, 2005, October 24, 2005, October 31, 2005,
November 2, 2005, November 15, 2005 and December 8, 2005; and
4.
The description of the Registrant's Common Stock ($.01 par
value) contained in the Registrant's Registration Statement No. 0-26770 on Form
10 filed on September 14, 1995 pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to such time as the Registrant files a
post-effective amendment to this Registration Statement on Form S-8 which indicates that all
securities offered hereby have been sold, or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement
on Form S-8 and to be a part hereof from the date of filing of such documents;
provided
, that the
Registrant is not incorporating by reference any documents or information deemed to have been
furnished and not filed in accordance with SEC rules. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4.
Description of Securities
Not applicable.
Item 5.
Interests of Named Experts and Counsel
Legal matters in connection with the issuance of common stock offered hereby have been passed
upon for the Registrant by White White & Van Etten LLP, 55 Cambridge Parkway, Cambridge,
Massachusetts 02142, as counsel to Registrant. David A. White, a partner of such firm, owns 30,000
shares of the common stock of the Registrant.
Item 6.
Indemnification of Directors and Officers
General Corporation Law of Delaware
Section 145 of the General Corporation Law of Delaware provides that a corporation has the
power to indemnify a director, officer, employee or agent of the corporation and certain other
persons serving at the request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he or she is or is threatened
to be made a party by reason of such position, if such person shall have acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best interests of the
corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful,
provided
that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as to which such
person shall have been adjudged to be liable to the corporation unless and only to the extent that
the adjudicating court determines that such indemnification is proper under the circumstances.
Certificate of Incorporation and By-laws
Article NINTH of Novavax's Amended and Restated Certificate of Incorporation provides that a
person (a) shall be indemnified against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred in connection with any threatened, pending or completed
action, suit or other proceeding (other than an action by or in the right of the company) to which
he or she was or is a party or is threatened to be made a party by virtue of his or her position as
a director or officer of the company or, at the company's request, as a director, officer or
trustee of another corporation, partnership, joint venture, trust or other enterprise, if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful, and (b) shall be indemnified against
all expenses (including attorneys' fees) and amounts paid in settlement incurred in connection with
any threatened, pending or completed action or suit by or in the right of the company to procure a
judgment in the company's favor to which he or she was or is a party or is threatened to be made a
party by virtue of his or her position as a director or officer of the company or, at the company's
request, as a director, officer or trustee of another corporation, partnership, joint venture,
trust or other enterprise, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the company, except that no
indemnification shall be made with respect to any matter under (b) as to which such person shall
have been adjudged to be liable to the company, unless and only to the extent that the Delaware
Chancery Court determines that, despite such adjudication but in view of all of the circumstances,
he or she is entitled to indemnification. Notwithstanding the foregoing, to the extent that a
director or officer has been successful, on the merits or otherwise, including, without limitation,
the dismissal of an action without prejudice, he or she is required to be indemnified against all
expenses (including attorneys' fees) incurred in connection therewith. Expenses shall be advanced
to a director or officer at his or her request,
provided
that he or she undertakes to repay the
amount advanced if it is ultimately determined that he or she is not entitled to indemnification
for such expenses.
Indemnification is required to be made unless the company determines that the applicable
standard of conduct required for indemnification has not been met. In the event of a determination
by the company that the director or officer did not meet the applicable standard of conduct
required for indemnification, or if the company fails to make an indemnification payment within 60
days after such payment is claimed by such person, such person is permitted to petition the court
to make an independent determination as to whether such person is entitled to indemnification. As
a condition precedent to the right of indemnification, the director or officer must give the
company notice of the action for which indemnity is sought and the company has the right to
participate in such action or assume the defense thereof.
Article NINTH of Novavax's Amended and Restated Certificate of Incorporation further provides
that the indemnification provided therein is not exclusive, and in the event that the General
Corporation Law of Delaware is amended to expand the indemnification permitted to directors or
officers, the company must indemnify those persons to the fullest extent permitted by such law as
so amended. The company is also permitted to maintain insurance to protect itself and any
director, officer, employee or agent against any expense, liability or loss incurred by him or her
in any such capacity, or arising out of his or her status as such, whether or not the company would
have the power to indemnify such person against such expense, liability or loss under the General
Corporation Law.
The company maintains insurance under which the insurers will reimburse the company for
amounts that it has paid to its directors and officers as indemnification for claims against such
persons in their official capacities. The insurance also covers such persons as to amounts paid by
them as a result of claims against them in their official capacities that are not reimbursed by the
company. The insurance is subject to certain limitations and exclusions.
Indemnity Agreements
The company has entered into indemnity agreements with each of its directors. Each agreement
provides that, with respect to third party proceedings, the company is obligated to indemnify a
director if such director was or is a party or is threatened to be made a party to any proceeding
(other than a proceeding by or in the right of the company) by reason of the fact that he or she is
or was a director and/or officer of the company, or is or was serving at the request of the company
as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against all "expenses" (as defined in the agreements), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the director (or on his or her
behalf) in connection with such proceeding. In order to be eligible for indemnification, the
director must have acted in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the company and, in the case of a criminal proceeding, had
no reasonable cause to believe that his or her conduct was unlawful.
The company is also obligated to provide indemnification if the director was or is a party or
is threatened to be made a party to any proceeding by or in the right of the company to procure a
judgment in its favor by reason of the fact that the individual is or was a director and/or officer
of the company, or is or was serving at the request of the company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, or other enterprise, against
all expenses actually and reasonably incurred by the director (or on his or her behalf) in
connection with the defense or settlement of such proceeding (or any claim, issue or matter
therein). Again, no such indemnification is permitted unless the indemnitee acted in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interests
of the company and, in the case of a criminal proceeding, had no reasonable cause to believe that
his or her conduct was unlawful. In addition, no indemnification shall be made in respect of any
claim, issue or matter as to which a director shall have been adjudged to be liable to the company
unless and only to the extent that the Delaware Court of Chancery (or other court in which such
proceeding was brought or is pending) determines that, despite the adjudication of liability but in
view of all the circumstances of the case, the director is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
To the extent that a director has been successful on the merits or otherwise (whether
partially or in full) in defense of any proceeding referred to above, or in defense of any claim,
issue or matter therein, he or she shall be indemnified against all expenses actually and
reasonably incurred in connection therewith. Moreover, indemnitees have the right to advancement
by the company prior to the final disposition of any proceeding or any claim, issue or other matter
therein of any and all expenses incurred in defense of such proceeding or any claim, issue or other
matter. A director must repay any amounts actually advanced to him or her that, at the final
disposition of the proceeding to which the advance related, exceeded the amounts paid or payable by
the director. The company must also have received an undertaking by or on behalf of the director
to repay such amounts to the extent that it is ultimately determined that the director is not
entitled to be indemnified.
A condition precedent to the right to be indemnified or receive advancement of expenses is the
delivery of written notice by the director to the company as soon as practicable of any proceeding
for which indemnity or advancement will or could be sought. A director will be entitled to
indemnification so long as he or she met the appropriate standard of conduct or was successful on
the merits or otherwise in defense of any such proceeding. Determination of a director's
entitlement to indemnification will be made, in the case of a change in control, by independent
counsel to the Board and, in all other cases, by a majority vote of disinterested directors (even
though less than a quorum), independent counsel, majority vote of a quorum of outstanding stock of all
classes entitled to vote, or a court of competent jurisdiction.
Item 7.
Exemption from Registration Claimed
Not applicable.
Item 8.
Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
Item 9.
Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;
Provided, however,
that:
Paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
The undersigned registrant hereby further undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in said act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for filing this
Registration Statement on Form S-8 and has duly caused this Registration Statement on Form S-8 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on this 12
th
day of January, 2006.
NOVAVAX, INC.
By:
/s/ Rahul Singhvi
Rahul Singhvi, President
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Novavax, Inc., hereby severally constitute Rahul
Singhvi and Dennis W. Genge and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments
to said Registration Statement, and generally to do all such things in our names and behalf in our
capacities as officers and directors to enable Novavax, Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be
signed by said attorneys, or any of them, to said Registration Statement and any and all amendments
thereto.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on
Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
NAME
TITLE
DATE
/s/ Rahul Singhvi
Rahul Singhvi
President, Chief Executive
Officer and Director
(Principal Executive Officer)
January 12, 2006
/s/ Dennis W. Genge
Dennis W. Genge
Vice President, Treasurer and
Chief Financial Officer (Principal
Financial and Accounting Officer)
January 12, 2006
/s/ Gary C. Evans
Gary C. Evans
Chairman of the Board
of Directors and Director
January 12, 2006
Mitchell J. Kelly
Director
/s/ J. Michael Lazarus, M.D.
J. Michael Lazarus, M.D.
Director
January 12, 2006
/s/ John O. Marsh, Jr.
John O. Marsh, Jr.
Director
January 12, 2006
/s/ Michael A. McManus
Michael A. McManus
Director
January 12, 2006
/s/ Denis M. O'Donnell, M.D.
Denis M. O'Donnell, M.D.
Director
January 12, 2006
Exhibit Index
Exhibit
Number
Description
5*
Opinion of White White & Van Etten LLP
10
Novavax, Inc. 2005 Stock Incentive Plan (Incorporated by reference to Appendix A to the
Registrant's Definitive Proxy Statement as filed March 29, 2005 in connection with the annual
meeting of stockholders held on May 4, 2005)
23.1*
Consent of Ernst & Young LLP, registered independent public accounting firm
23.2*
Consent of White White & Van Etten LLP (included in Exhibit 5)
24
Power of Attorney (included in the signature pages of this Registration Statement)
*Filed herewith.