Related Party Transactions and Outside Related Director Information

Novavax, Inc. (NVAX)

3/23/2006 Proxy Information

In March 2002, pursuant to the 1995 Plan, the Company approved the payment of the exercise price of options by two directors, Dr. O’Donnell and Mr. Kelly, through the delivery of full recourse, interest-bearing promissory notes in the amounts of $1,031,668 and $447,600, respectively, or an aggregate of $1,479,268. The borrowings accrue interest at 5.07% per annum and are secured by 166,667 and 95,000 shares of common stock, respectively, or an aggregate of 261,667 shares of Common Stock owned by the directors. The notes are payable upon the earlier to occur of the following: (a) payable in full upon the date on which the director ceases for any reason to be a director of the Company, (b) payable in part to the extent of net proceeds, upon the date on which the director sells all or any portion of the pledged shares, or (c) payable in full on March 21, 2007. In addition, during 2002, the Company executed a conditional guaranty of a brokerage margin account for Dr. O’Donnell in the amount of $500,000. Such margin debt has been repaid in full by Dr. O’Donnell and the Company’s guaranty has been cancelled and is no longer outstanding. In August 2005, the Company granted Dr. O’Donnell an award of 50,000 shares of Common Stock in connection with his separation from the Company as an employee.