exhibit 10. 37 certain information identified with [ * * * ] has been excluded from this exhibit because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. - 1 - 91837512 _ 5 advanced purchase agreement this advanced purchase agreement ( this “ agreement ” ) is made as of 01 / 19 / 2021 ( the “ effective date ” ), by and between novavax, inc., incorporated and registered in the state of delaware, with a principal place of business at 21 first field road, gaithersburg, maryland 20878 u. s. a. ( “ novavax ” ), and her majesty the queen in right of canada, as represented by the minister of public works and government services, with offices at 10 wellington st., 4th floor, gatineau, qc, k1a0s5, canada ( collectively, “ customer ” ). novavax and customer may individually be referred to herein as a “ party ” and, collectively, as the “ parties. ” recitals whereas, novavax is currently developing a novel nvx - cov2373 vaccine, consisting of a stable, prefusion protein made using its proprietary nanoparticle technology and coformulated with its proprietary matrix - m™ adjuvant ( the “ product ” ), which is intended to prevent sars - cov - 2 ( “ covid - 19 ” ) in humans ; whereas, if development of the vaccine is successful and novavax receives regulatory approval ( as defined below ) to commercialize the product in canada, novavax intends to commence commercial manufacture of the product for supply to, and distribution by, customer to individuals in canada and to canadian personnel who have been deployed offshore ( e. g. members of the canadian armed forces, governmental foreign missions, canadian consulates or embassies and their respective families ) and locally engaged staff and their dependents ( collectively, the “ territory ” ) ; a whereas, in anticipation of novavax receiving the government issued licenses, registrations, authorizations and approvals necessary to commercialize the product in canada including expedited authorization ( as defined below ) or any other conditional marketing approval ( “ regulatory approval ” ), customer hereby orders an aggregate number of doses of product from novavax, to be supplied subject to the terms and conditions of this agreement ; whereas, in reliance on such commitment by