Novavax Acquires Takeda's Vaccine Business

TL;DR

Novavax just bought Takeda's vaccine biz, big move!

AI Summary

On May 10, 2024, Novavax, Inc. entered into a Material Definitive Agreement related to its acquisition of the global vaccine business of Takeda Pharmaceutical Company Limited. This transaction is expected to significantly expand Novavax's product portfolio and geographic reach.

Why It Matters

This acquisition could substantially bolster Novavax's market position and product offerings in the vaccine sector.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent integration risks and potential financial strain.

Key Players & Entities

• Novavax, Inc. (company) — Registrant
• Takeda Pharmaceutical Company Limited (company) — Seller of vaccine business
• May 10, 2024 (date) — Date of Material Definitive Agreement

FAQ

Key Financial Figures

• $0.01 — registered Common Stock, Par Value $0.01 per share NVAX The Nasdaq Global Se
• $500 million — ive a non-refundable upfront payment of $500 million. In addition, the Company will also be
• $700 million — sales milestone payments totaling up to $700 million in the aggregate with respect to the Li
• $200 million — , and sales milestone payments of up to $200 million for each of the first four Adjuvant Pro
• $210 million — of the first four Adjuvant Products and $210 million for each Adjuvant Product thereafter, a
• $350 million — he Company is eligible to receive up to $350 million in COVID Mono Product-related approval
• $175 million — tones including; a milestone payment of $175 million on the approval of the marketing author
• $25 million — the US Food and Drug Administration, a $25 million payment on the transfer of such approva
• $50 million — for the pre-filled syringe to Sanofi, a $50 million payment upon database lock of an existi
• $75 million — trial (identifier 2019nCoV-503), and a $75 million payment upon the completion of the tech
• $10 million — hereafter will be subject to a total of $10 million milestone payments upon selection and a
• $10.00 — per share (the "Shares") at a price of $10.00 per share for aggregate gross proceeds
• $68.8 million — roceeds to the Company of approximately $68.8 million. The foregoing description of the Subs

Filing Documents

• tm2414089d1_8k.htm (8-K) — 42KB
• tm2414089d1_ex10-1.htm (EX-10.1) — 106KB
• 0001104659-24-060444.txt ( ) — 350KB
• nvax-20240510.xsd (EX-101.SCH) — 3KB
• nvax-20240510_lab.xml (EX-101.LAB) — 33KB
• nvax-20240510_pre.xml (EX-101.PRE) — 22KB
• tm2414089d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Collaboration and License Agreement On May 10, 2024, Novavax, Inc. (the "Company") entered into a collaboration and license agreement (the "Collaboration and License Agreement") with Sanofi Pasteur Inc. ("Sanofi") pursuant to which Sanofi received: i) A co-exclusive license to commercialize with the Company all of the Company's current standalone COVID-19 vaccine products, including the Company's Nuvaxovid TM prototype COVID-19 vaccine and Nuvaxovid TM updated COVID-19 vaccine, and updated versions that address seasonal variants throughout the world ("COVID Mono Products"), ii) A sole license to develop and commercialize combination products containing a potential combination of the Company's COVID-19 vaccine and Sanofi's seasonal influenza vaccine ("COVID and influenza Combination Products" or "CIC Products"), iii) A non-exclusive license to develop and commercialize combination products containing both the Company's COVID-19 vaccine and one or more non-influenza vaccines ("Other Combination Products" and together with the COVID Mono Products, CIC Products, and Other Combination Products ("Licensed COVID-19 Products"), and iv) A non-exclusive license to develop and commercialize other vaccine products selected by Sanofi that include the Company's Matrix-M TM adjuvant (as described below, the "Adjuvant Products"). Under the Collaboration and License Agreement, the Company will receive a non-refundable upfront payment of $500 million. In addition, the Company will also be eligible to receive development, tech transfer, launch, and sales milestone payments totaling up to $700 million in the aggregate with respect to the Licensed COVID-19 Products and royalty payments on Sanofi's sales of such licensed products. In addition, the Company is eligible to receive development, launch, and sales milestone payments of up to $200 million for each of the first four Adjuvant Products and $210 million for each Ad

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Item 3.02 of Form 8-K, the information regarding the Shares set forth under Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02. The Company will issue the Shares to Sanofi in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The offer and sale of the Shares have not been registered under the Securities Act. This Current Report on Form 8-K includes forward-looking statements, including statements relating to potential royalties and milestones, the Company's commercialization plans, and future vaccines made with the Company's Matrix-M TM adjuvant. Generally, forward-looking statements can be identified through the use of words or phrases such as "believe," "may," "could," "will," "would," "possible," "can," "estimate," "continue," "ongoing," "consider," "anticipate," "intend," "seek," "plan," "project," "expect," "should," "would," "aim," or "assume," the negative of these terms, or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve estimates, assumptions, risks, and uncertainties that could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements, and, therefore, you should not place considerable reliance on any such forward-looking implement its partnership, including the ability to transition key processes and effect technology transfers, the Company's and Sanofi's ability to successfully develop or commercialize any vaccines or vaccine candidates, and those other risk factors identified in the "Risk Factors" and "Management's Discussion and Analysis" sections of the Company's Annual Report on Form 10-

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Securities Subscription Agreement, dated May 10, 2024, by and between Novavax, Inc. and Sanofi Pasteur Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Novavax, Inc. Date: May 13, 2024 By: /s/ Mark J. Casey Name: Mark J. Casey Title: Executive Vice President, Chief Legal Officer and Corporate Secretary

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View this 8-K filing on SEC EDGAR