UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 5, 2007
NOVAVAX, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware
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0-26770
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22-2816046 |
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
| organization) |
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| 9920 Belward Campus Drive |
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| Rockville, Maryland
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20850 |
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(Zip Code) |
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| Registrant’s telephone number, including area code:
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(240) 268-2000 |
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On July 5, 2007, Novavax, Inc. (the “Company”) entered into a License Agreement with Wyeth Holdings
Corporation, a subsidiary of Wyeth (“Wyeth”). The license is a non-exclusive, worldwide license to
a family of patent applications covering virus-like particle (VLP) technology for use in human
vaccines in certain fields of use. The agreement provides for an upfront payment, annual license
fees, milestone payments and royalties on any product sales. Payments
under the agreement to Wyeth could
aggregate $5 million through the end of 2008. The agreement will remain effective as long as at
least one claim of the licensed patent rights cover the manufacture, sale or use of any product;
unless terminated sooner at Novavax’s option or by Wyeth for an uncured breach by Novavax.
The Company issued a press release announcing the execution of the agreement with Wyeth on July 9,
2007. A copy of the release is furnished with this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibits
| 99.1 |
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Press Release issued by Novavax, Inc. dated July 9, 2007 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Novavax, Inc. |
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(Registrant) |
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July 9, 2007
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By:
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/s/ Len Stigliano
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Name:
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Len Stigliano |
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Title:
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Vice President, Chief Financial Officer and
Treasurer |
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