NOVAVAX INC
EMPLOYMENT AGREEMENT- JAMES R. MIRTO
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<DESCRIPTION>EMPLOYMENT AGREEMENT- JAMES R. MIRTO
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<P align="center"><FONT size="2"><B>EMPLOYMENT AGREEMENT</B>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Employment
Agreement (this &#147;Agreement&#148;) dated as of January 1, 2002,
between Novavax, Inc., a Delaware corporation having its principal office at
8320 Guilford Road, Columbia, Maryland 21046 (the &#147;Company&#148;), and James R.
Mirto, an individual residing at 203 Fritillary Court, Edgewater, Maryland
21037 (&#147;Employee&#148;).
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company and Employee hereby agree as follows:
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Employment.</u> The Company hereby employs Employee and Employee hereby
accepts employment upon the terms and conditions hereinafter set forth. (As
used throughout this Agreement, &#147;Company&#148; shall mean and include any and all of
its present and future subsidiaries and any and all subsidiaries of a
subsidiary.) Employee warrants and represents that he is free to enter into
and perform this Agreement and is not subject to any employment,
confidentiality, non-competition or other agreement which prohibits, restricts,
or would be breached by either his acceptance of or his performance under this
Agreement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Duties.</u> Employee shall devote his full business time to the
performance of services as Senior Vice President and Chief Operating Officer or
such other senior management services as may from time to time be designated by
the Company&#146;s Chief Executive Officer or the Board of Directors. During the
Term (as defined below) of this Agreement, Employee&#146;s services shall be
completely exclusive to the Company and he shall devote his entire business
time, attention and energies to the business of the Company and the duties
which the Company shall assign to him from time to time. Employee agrees to
perform his services faithfully and to the best of his ability and to carry out
the policies and directives of the Company. Employee agrees to take no action
which is in bad faith and prejudicial to the interests of the Company during
his employment hereunder. Employee shall be based in Columbia, Maryland but he
also may be required from time to time to perform duties hereunder for
reasonably short periods of time outside of said area.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Term.</u> The term of this Agreement shall be a period beginning on the
date hereof and shall continue until terminated in accordance with Section&nbsp;7
hereof (the &#147;Term&#148;).
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Compensation.</u>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; <u>Base Compensation.</u> For all Employee&#146;s services and covenants under
this Agreement, the Company shall pay Employee an initial annual salary of
$215,000, subject to annual review by the Board of Directors of the Company and
payable in accordance with the Company&#146;s payroll policy as constituted from
time to time.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<u>Bonus Program.</u> During the Term, the Employee shall be entitled to
participate in a bonus program, if any, maintained from time to time by the
Company for the benefit of senior executives and other employees of the Company
under which award payments, if any, are based on performance criteria and
milestones to be mutually determined by the Employee and the Company.
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Reimbursable Expenses.</u> Employee shall be entitled to reimbursement
for reasonable expenses incurred by Employee in connection with the performance
of his duties hereunder upon receipt of vouchers therefor in accordance with
such procedures as the Company has heretofore or may hereafter establish.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Employee Benefits.</u>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;
Employee shall be entitled to four weeks of paid vacation time per
year starting from date of hire, calculated on a monthly basis in accordance
with Company policies in effect from time to time.
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;
 Employee shall be entitled to participate in all group insurance
programs, stock option plans or other fringe benefit plans which the Company
may now or hereafter in its sole and absolute discretion make available
generally to its employees, but the Company shall not be required to establish
any such program or plan.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Termination of Employment.</u> Notwithstanding any other provision of
this Agreement, Employee&#146;s employment may be terminated:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;
 By the Company, in the event of Employee&#146;s willful failure or refusal
to perform in all material respects the services required of him hereby, after
a specific written warning with regard thereto, which shall include a statement
of corrective actions and a 30&nbsp;day period for the Employee to respond and
implement such actions, has been given to Employee by the Chief Executive
Officer of the Company or its Board of Directors, his willful failure or
refusal to carry out any proper direction by the Chief Executive Officer or the
Board of Directors with respect to the services to be rendered by him hereunder
or the manner of rendering such services, his willful misconduct in the
performance of his duties hereunder or his commission of a felony involving
moral turpitude;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;
By the Company, upon 30&nbsp;days&#146; notice to Employee, if he should be
prevented by illness, accident or other disability (mental or physical) from
discharging his duties hereunder for one or more periods totaling three months
during any twelve-month period;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;By
the Company, without cause, or by Employee with &#147;Good Reason&#148; (as
hereinafter defined), provided that if Employee&#146;s employment is terminated
pursuant to this Section&nbsp;7(c), then in addition to any unpaid bonus with
respect to the prior year, Employee shall be entitled to receive his then
current salary for one year from the date of termination, together with a
performance bonus equal to a fraction the numerator of which is the number of
weeks of employment of Employee at the Company during the then current calendar
year and the denominator of which is 52, times the amount of performance bonus,
if any, paid to the Employee with respect to the prior year, all of which shall
be payable in accordance with the Company&#146;s payroll policy as constituted from
time to time, together with any accrued vacation pay at his then current
salary. The Employee shall be entitled to terminate his employment for &#147;Good
Reason&#148; if his responsibilities and authority are reduced or diluted in any
material way (other than for cause) without his consent or if he is relocated
to another Company office or facility more than 50 miles from Columbia,
Maryland without his consent.
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp; By the event of Employee&#146;s death during the term of his employment;
whereupon the Company&#146;s obligation to pay further compensation hereunder shall
cease forthwith, except that Employee&#146;s legal representative shall be entitled
to receive his fixed compensation for the period up to the last day of the
month in which such death shall have occurred.
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>All Business to be Property of the Company; Assignment of Intellectual
Property.</u>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; Employee agrees that any and all presently existing business of the
Company and all business developed by him or any other employee of the Company
including without limitation all contracts, fees, commissions, compensation,
records, customer or client lists, agreements and any other incident of any
business developed, earned or carried on by Employee for the Company is and
shall be the exclusive property of the Company, and (where applicable) shall be
payable directly to the Company.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; Employee hereby grants to the Company (without any separate
remuneration or compensation other than that received by him from time to time
in the course of his employment) his entire right, title and interest
throughout the world in and to, all research, information, procedures,
developments, all inventions and improvements whether patentable or
nonpatentable, patents and applications therefor, trademarks and applications
therefor, copyrights and applications therefor, programs, trade secrets, plans,
methods, and all other data and know-how (herein sometimes collectively
referred to as &#147;Intellectual Property&#148;) made, conceived, developed and/or
acquired by him solely or jointly with others during the period of his
employment with the Company, which are either (i)&nbsp;made, conceived, developed or
acquired during regular business hours or on the premises of, or using
properties of, the Company or in the regular scope of Employee&#146;s employment by
the Company or (ii)&nbsp;if related to the Company&#146;s business, whether or not made,
conceived, developed or acquired during regular business hours or on the
premises of, or using properties of, the Company or in the regular scope of
Employee&#146;s employment by the Company.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Confidentiality.</u> Except as necessary in performance of services for
the Company or if required by law and except for such information that becomes
generally available to the public through no fault of Employee, Employee shall
not, either during the period of his employment with the Company or thereafter,
use for his own benefit or disclose to or use for the benefit of any person
outside the Company, any information concerning any Intellectual Property, or
other confidential or proprietary information of the Company, including without
limitation any of the materials listed in Section&nbsp;8(a), whether Employee has
such information in his memory or embodied in writing or other tangible form.
All originals and copies of any of the foregoing, however and whenever
produced, shall be the sole property of the Company, not to be removed from the
premises or custody of the Company without in each instance first obtaining
authorization of the Company, which authorization may be revoked by the Company
at any time. Upon the termination of Employee&#146;s employment in any manner or
for any reason, Employee shall promptly surrender to the Company all copies of
any of the foregoing, together with any documents, materials, data, information
and equipment belonging to or relating to the Company&#146;s business and in his
possession, custody or control, and Employee shall not thereafter
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<P><FONT size="2">retain or deliver to any other person any of the foregoing or any summary or
memorandum thereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Non-Competition Covenant.</u> As the Employee has been granted options
to purchase stock in the Company and as such has a financial interest in the
success of the Company&#146;s business and as Employee recognizes that the Company
would be substantially injured by Employee competing with the Company, Employee
agrees and warrants that within the United States, he will not, unless acting
with the Company&#146;s express prior written consent, directly or indirectly, while
an employee of the Company and during the Non-Competition Period, as defined
below, own, operate, join, control, participate in, or be connected as an
officer, director, employee, partner, stockholder, consultant, or otherwise
with, any business or entity which competes with the business of the Company
(or its successors or assigns) as such business is now constituted or as it may
be constituted at any time during the term of this Agreement; provided,
however, that Employee may own less than one percent of the equity of a
publicly traded company. The &#147;Non-Competition Period&#148; shall be a period of one
year following termination of employment.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee and the Company are of the belief that the period of time and the
area herein specified are reasonable in view of the nature of the business in
which the Company is engaged and proposes to engage, the state of its business
development and Employee&#146;s knowledge of this business. However, if such period
or such area should be adjudged unreasonable in any judicial proceeding, then
the period of time shall be reduced by such number of months or such area shall
be reduced by elimination of such portion of such area, or both, as are deemed
unreasonable, so that this covenant may be enforced in such area and during
such period of time as is adjudged to be reasonable.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Non-Solicitation Agreement.</u> Employee agrees and covenants that he
will not, unless acting with the Company&#146;s express written consent, directly or
indirectly, during the term of this Agreement or for a period of one year
thereafter solicit, entice away or interfere with the Company&#146;s contractual
relationships with any customer, officer or employee of the Company.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Notices.</u> All notices and other communications hereunder shall be in
writing and shall be deemed to have been given upon the earlier of actual
receipt or three days after having been mailed by first class mail, postage
prepaid, or 24 hours after having been sent by Federal Express or similar
overnight delivery services, as follows: (a)&nbsp;if to Employee, at the address
shown at the head of this Agreement, or to such other person(s) or address(es)
as Employee shall have furnished to the Company in writing; and (b)&nbsp;if to the
Company, at the address shown at the head of this Agreement, Attention: John
A. Spears, with a copy to David A. White, Esq., White &#038; McDermott, P.C., 65
William Street, Wellesley, Massachusetts 02481, or to such other person(s) or
address(es) as the Company shall have furnished to Employee in writing.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Assignability.</u> In the event that the Company shall be merged with,
or consolidated into, any other corporation, or in the event that it shall sell
and transfer substantially all of its assets to another corporation, the terms
of this Agreement shall inure to the benefit of, and be assumed by, the
corporation resulting from such merger or consolidation, or to which the
Company&#146;s assets shall be sold and transferred. This Agreement shall not be
assignable by
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<P><FONT size="2">Employee, but it shall be binding upon, and to the extent provided in Section&nbsp;7
shall inure to the benefit of, his heirs, executors, administrators and legal
representatives.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Entire Agreement.</u> This Agreement contains the entire agreement
between the Company and Employee with respect to the subject matter hereof and
there have been no oral or other prior agreements of any kind whatsoever as a
condition precedent or inducement to the signing of this Agreement or otherwise
concerning this Agreement or the subject matter hereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Equitable Relief.</u> Employee recognizes and agrees that the Company&#146;s
remedy at law for any breach of the provisions of Sections&nbsp;8, 9, 10 or 11
hereof would be inadequate, and he agrees that for breach of such provisions,
the Company shall, in addition to such other remedies as may be available to it
at law or in equity or as provided in this Agreement, be entitled to injunctive
relief and to enforce its rights by an action for specific performance. Should
Employee engage in any activities prohibited by this Agreement, he agrees to
pay over to the Company all compensation, remuneration or monies or property of
any sort received in connection with such activities; such payment shall not
impair any rights or remedies of the Company or obligations or liabilities of
Employee which such parties may have under this Agreement or applicable law.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Amendments.</u> This Agreement may not be amended, nor shall any change,
waiver, modification, consent or discharge be effected except by written
instrument executed by the Company and Employee.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Severability.</u> If any part of any term or provision of this Agreement
shall be held or deemed to be invalid, inoperative or unenforceable to any
extent by a court of competent jurisdiction, such circumstances shall in no way
affect any other term or provision of this Agreement, the application of such
term or provision in any other circumstances, or the validity or enforceability
of this Agreement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Paragraph&nbsp;Headings.</u> The paragraph headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation hereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Governing Law.</u> This Agreement shall be governed by and construed and
enforced in accordance with the law of the State of Delaware, without regard to
the principles of conflict of laws thereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Resolution of Disputes.</u> With the exception of proceedings for
equitable relief brought pursuant to Section&nbsp;15 of this Agreement, any disputes
arising under or in connection with this Agreement including, without
limitation, any assertion by any party hereto that the other party has breached
any provision of this Agreement, shall be resolved by arbitration, to be
conducted in Baltimore, Maryland, in accordance with the rules and procedures
of the American Arbitration Association. The parties shall bear equally the
cost of such arbitration, excluding attorneys&#146; fees and disbursements which
shall be borne solely by the party incurring the same; provided, however, that
if the arbitrator rules in favor of Employee, Company shall be solely
responsible for the payment of all costs, fees and expenses (including without
limitation
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<P><FONT size="2">reasonable attorneys&#146; fees and disbursements) of such arbitration. The
provisions of this Section&nbsp;20 shall survive the termination for any reason of
the Term (whether such termination is by the Company, by Employee or upon the
expiration of the Term).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Indemnification.</u> The Employee shall be entitled to liability and
expense indemnification to the fullest extent permitted by the Company&#146;s
current By-laws and Certificate of Incorporation, whether or not the same are
subsequently amended.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Survivorship.</u> The respective rights and obligations of the parties to
this Agreement shall survive any termination of this Agreement or Employee&#146;s
employment hereunder for any reason to the extent necessary to the intended
preservation of such rights and obligations.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Agreement as of the date first above written.
</FONT>
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        <TD width="49%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="51%"><FONT size="2">NOVAVAX, INC.</FONT></TD>
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<P><FONT size="2">&#091;SEAL&#093;
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        <TD width="48%"><FONT size="2">&nbsp;</font>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="2"><FONT size="2">By:</FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2"><HR NOSHADE SIZE="1"></FONT></TD>
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        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">Name:<BR>
                           Title:</FONT></TD>
        <TD><FONT size="2">John A. Spears<BR>
 President and Chief Executive Officer</FONT></TD>
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        <TD width="49%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="51%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;<HR NOSHADE SIZE="1">
James R. Mirto</FONT></TD>
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