Item 1.01. Entry into a Material Definitive Agreement.

On October 26, 2021, Novavax, Inc. (the "Company") entered into a Supply Agreement (the "Supply Agreement") with the Serum Institute of India Private Limited ("SIIPL") and Serum Life Sciences Limited ("SLS") for the supply by SLS to the Company of a vaccine product (the "Product") derived from a coformulation of BV2373 antigen, including variants thereof (the "Drug Substance") and Matrix-M™ adjuvant (the "Adjuvant").

The Company previously granted SIIPL a license to manufacture and use the Drug Substance, along with Adjuvant (supplied by the Company) and know-how of the Company, to develop, manufacture and commercialize the Product in its licensed territory under a supply and license agreement that was last amended and restated as of July 1, 2021 (the "A&R License Agreement") and pursuant to such A&R License Agreement, the parties agreed that SIIPL would supply Drug Substance and/or Product to the Company for further commercialization by the Company outside of SIIPL's exclusive licensed territory on mutually agreeable terms and conditions, which the parties have memorialized in the Supply Agreement.

Pursuant to the Supply Agreement, SIIPL is solely responsible for obtaining and maintaining all necessary permits or other regulatory approvals to manufacture the Product. Unless otherwise terminated earlier, the Supply Agreement will expire on the later of three years from the effective date of the Supply Agreement or two years after the expiration or termination of the last firm purchase order under the Supply Agreement. Either party may terminate the Supply Agreement if the other party files a petition for bankruptcy or commits a material breach of the Supply Agreement that is not timely cured or is not curable. The Supply Agreement includes customary representations and warranties of the parties along with certain customary covenants, including confidentiality and indemnity provisions.

The foregoing description of the material terms of the Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the Supply 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 fiscal year ended December 31, 2021.

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