Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On October 17, 2025, Novavax, Inc. (the "Company") enteredinto an assignment of the Company's 700 Quince Orchard Road, Gaithersburg, MD facility with AstraZeneca Pharmaceuticals LP ("AstraZeneca"). The effect of this agreement is to assign the lease agreement for the Company's 700 Quince Orchard Road facility and, along with the Parcel Purchase and Asset Purchase Agreement described below, will result in an aggregate of $59.8 million payable by AstraZeneca to the Company. An initial payment of $20.0 million, associated with the Parcel Purchase, will occur in the fourth quarter of 2025 and the remaining approximately $39.8 million, will occur in the first quarter of 2026. The Company has moved its corporate headquarters from 700 Quince Orchard Road to 21 Firstfield Road, Gaithersburg MD. The Company concluded that it also expects to recognize a non-cash impairment charge in the third quarter of 2025 of between $96 million and $98 million as a result of the transactions described below. As such, the Company does not expect the foregoing impairment charge to result in current or future cash expenditures.

Assignment and Assumption Agreement

On October 17, 2025, Novavax, Inc. (the "Company") enteredinto an Assignment and Assumption of Lease Agreement (the "Assignment and Assumption Agreement") with AstraZeneca, pursuant to which the Company agreed to assign to AstraZeneca all of the Company's right, title, and interest as "Tenant" under that certain Lease Agreement, dated as of October 22, 2020, as amended (the "Lease"), with ARE -Maryland No. 51, LLC, an affiliate of Alexandria Real Estate Equities, Inc., (the "Landlord"), covering approximately 171,239 rentable square feet of premises located at 700 Quince Orchard Road, Gaithersburg, Maryland (the "Premises") with a term through December 2036. The effectiveness of the Assignment and Assumption Agreement is subject to the written consent of the Landlord and the execution of an Amended and Restated Lease between Landlord and AstraZeneca, both to be effective as of January 5, 2026 (the "Assignment and Assumption Effective Date").

Pursuant to the Assignment and Assumption Agreement, the Company will assign and AstraZeneca will assume all rights, liabilities and obligations of the "Tenant" under the Lease accruing from and after the Assignment and Assumption Effective Date through December 31, 2036. The Company will pay the base rent due for the period from January 5, 2026 through June 30, 2026 and AstraZeneca will not be responsible for base rent during this period.

In consideration for the Assignment and Assumption Agreement, AstraZeneca will pay the Company an assignment fee of $15.0 million, due upon full execution of the Landlord's consent and to be paid promptly after the Assignment and Assumption Effective Date, which, together with the purchase price amounts under each of the Parcel Purchase Agreement and the Asset Purchase Agreement (described below), will result in an aggregate of $59.8 million payable by AstraZeneca to the Company.

The Assignment and Assumption Agreement contains customary representations and warranties, including that the Lease is in full force and effect and that there are no existing defaults. The Assignment and Assumption Agreement also includes customary provisions regarding notices, authority, broker commissions , and other terms.

The foregoing description of the Assignment and Assumption Agreement does not purport to be complete and is qualified in its entirety by reference to the Assignment and Assumption Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.