Item 1.01. Entry into a Material Definitive Agreement.
On December 31, 2020, Novavax, Inc. (the "Company") entered into an advanced
purchase agreement (the "Australia Agreement") with The Commonwealth of
Australia as represented by the Department of Health (the "Customer") under
which the Customer agreed to purchase 51 million doses of NVX-CoV2373, the
Company's vaccine candidate for the SARS-CoV-2 virus (the "Vaccine") solely for
the purpose of vaccinating individuals in Australia (and, subject to certain
conditions, for donation or resale to countries and organizations outside
Australia), plus such additional orders as the Customer may make from time to
time, up to a maximum aggregate additional 10 million doses.
The Company will use commercially reasonable efforts to obtain regulatory
approval for the Vaccine from the Therapeutic Goods Administration in Australia,
and the Customer will reasonably support the Company with obtaining such
regulatory approval. If such regulatory approval is obtained, as soon as
practicable thereafter, the Company intends to commence delivering monthly
shipments of the Vaccine to the Customer until the aggregate amount of doses
under the Australia Agreement has been provided. The Customer may cancel
deliveries of the Vaccine following any actual or expected failure by the
Company to meet the required levels of supply that has not been timely remedied
pursuant to the terms of the Australia Agreement.
The Customer may donate or resell doses of the Vaccine to other countries and
organizations, subject to certain limitations set forth in the Australia
Agreement, including that the purpose of such donation or resale is to vaccinate
individuals against SARS-CoV-2.
The Customer may terminate the Australia Agreement, among other reasons, (i) if
a material breach by the Company is not timely cured following written notice of
such breach or such breach is incapable of being cured, (ii) if the Company
fails to timely achieve regulatory approval in Australia, or (iii) upon the
occurrence of certain adverse regulatory actions. Unless extended pursuant to
the terms of the Australia Agreement, the Australia Agreement will terminate
upon the later of (a) the end of the pandemic period (as determined by the World
Health Organization), (b) three years from the effective date of the Australia
Agreement, or (c) the delivery of 51 million doses of the Vaccine.
The foregoing description of the material terms of the Australia Agreement does
not purport to be complete and is qualified in its entirety by reference to such
agreement, which will be filed with the Securities and Exchange Commission as an
exhibit to the Company's Annual Report on Form 10-K for the year ended December
31, 2020.
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