MASTER SERVICES AGREEMENT

Exhibit 10.4

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED
WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

MASTER SERVICES AGREEMENT

This Master Services Agreement, dated as of March 31, 2009 (the “Effective Date”), is between Cadila Pharmaceuticals Limited, a company incorporated under the laws of India having its registered office at “Cadila Corporate Campus, Sarkhej — Dholka Road, Bhat, Ahmedabad-382210, Gujarat, India (“Cadila”), and Novavax, Inc., a Delaware corporation having its principal place of business at 9920 Belward Campus Drive, Rockville, Maryland, 20850, United States (“Novavax”).

1. Description of Services.

     1.1 General . This Master Services Agreement contemplates that Novavax may request various services from Cadila from time to time in the areas of biologics research, preclinical development, clinical development, process development and manufacturing scale up and general manufacturing related services in India, and that the provision of such periodic services by Cadila shall be governed by this Agreement.

     1.2 Project Plans .

Novavax shall request services from Cadila by means of one or more written Services Requests, which shall set forth a description of the desired services, timeline for completion, and any other information that Novavax believes is relevant to the requested services. Novavax and Cadila will confer as necessary for Cadila to understand the details of the requested services. Cadila shall promptly respond to Novavax with a Project Estimate that sets forth an estimated cost and timeline for the requested services. In March 2009 Novavax visited the Cadila Campus in Ahmedabad to conduct due diligence of Cadila personnel and facilities, and understand Cadila’s capabilities of performing the desired services at the required level of performance and Novavax was generally satisfied with Cadila’s capabilities to perform the desired services. Novavax may request minor changes in procedures, equipment or similar to enhance the performance capabilities of a project by Cadila from time to time. Novavax may also consider other service providers for the desired services. Novavax will remit the initial Services Request within sixty (60) days of execution of this Agreement. The Project Plans as may be approved by the parties will be attached hereto as Exhibit A (Project Plans) forming part of this Agreement within sixty (60) days of Cadila’s receipt of the initial Service Request.

Novavax shall issue Services Requests to Cadila and Cadila shall then promptly prepare a detailed draft Project Plan that describes the services, cost and payment schedule based on fully loaded actual costs (including escalated costs, if any) plus [* * *], timelines, primary contacts, scheduled teleconferences and meetings, and deliverables. Novavax and Cadila will then work together to finalize the Project Plan for approval and final agreement by both the parties. In addition, if the services require the use of tangible research materials (e.g., biological or chemical materials) provided by Novavax, the Project Plan shall contain a description of such materials, delivery arrangements, timelines, and special treatment instructions (if any). Each Project Plan shall become effective after execution by both parties. The services described in each executed

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED
WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

Project Plan shall be defined as “Services” under this Agreement. Each Project Plan shall constitute an addendum to this Agreement, and shall therefore be governed by and incorporated into the terms of this Agreement.

Cadila will assign a qualified Project Manager to each Project Plan who shall be named in the Project Plan. The Project Manager will coordinate performance of the Project Plan and all communication between Cadila and Novavax regarding the Project Plan.

2. Performance by Cadila .

Cadila shall diligently perform the Services according to the applicable Project Plan using commercially reasonable efforts. Novavax shall timely provide Cadila with any materials specified in the applicable Project Plan and shall timely furnish Cadila with any information or additional materials as reasonably requested by Cadila for the performance of the Services. Cadila shall not be responsible for any delays caused by Novavax. If Novavax delays a Project Plan or desires to reschedule a Project Plan, Cadila will use good faith efforts to accommodate the needs of Novavax, but makes no commitment to commence or complete the Services under the Project Plan on the original schedule. Cadila shall conduct the Services in a professional manner consistent with applicable industry standards and consistent with all applicable Indian laws and regulations and United States federal Food and Drug Administration regulations, including Good Laboratory Practices (GLP), Good Manufacturing Practices (GMP) and Good Clinical Practices (GCP).

3.  Records and Reports .

Cadila shall prepare and maintain complete and accurate records containing all results generated by Cadila in the performance of the Services (the “Project Results”). Cadila shall meet with Novavax by teleconference and furnish Novavax with interim reports of the Project Results periodically as provided in the applicable Project Plan, or as otherwise agreed by the parties. After the Services are completed under a Project Plan, Cadila shall provide Novavax with a final report on the Project Results in accordance with the requirements of the applicable Project Plan.

4. Payment by Novavax; Guaranty of Services .

Novavax shall pay to Cadila the costs of the Services in accordance with the fees on the schedule set forth in the applicable Project Plan. All amounts shall be due and payable within thirty (30) days after invoice by Cadila. All payments shall be made in US dollars unless otherwise agreed by the parties. If the actual costs of the Services under a Project Plan exceed the estimated costs as included in the Project Plan, then Novavax shall pay the actual costs; provided, however, that Cadila shall not incur nor invoice any costs in excess of [* * *] of the estimated cost in the Project Plan without the prior written consent of Novavax. If any amount payable under this Agreement is not paid when due and payable, Cadila reserves the right, without prejudice to its other rights and remedies, to charge interest on such amount at the rate of [* * *] per annum. In

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED
WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

addition, Cadila may suspend its performance of the Services under all Project Plans if any amounts due and payable by Novavax have not been timely paid.

It is the intent of the parties that, during the first three years of the term of this Agreement (the “Services Period”), Novavax will have engaged Cadila to perform Services hereunder that will in the aggregate equal $7.5 million in fees paid to Cadila. If, at the end of the Services Period, the Services Amount (defined below) does not equal or exceed $7.5 million, then Novavax shall pay Cadila an amount (the “Final Amount”) equal to the sum of (a) the portion of the Shortfall Amount that is less than or equal to $2.0 million, plus (b) the product of fifty percent (50%) times the portion, if any, of the Shortfall Amount that exceeds $2.0 million. For purposes of this Section 4 and Section 9.2, “ Services Amount ” equals the sum of (A) the amounts paid under all Project Plans, and (B) amounts to be paid under executed Project Plans if the Services under such Project Plans are completed as provided therein, and (C) any amounts that would have been paid for services under a reasonable Service Request provided to Cadila under this Agreement, which Service Request (i) concerns legitimate products or projects within Novavax’s scope of its own business and (ii) involves services that Cadila is reasonably able to provide within its scope of resources and expertise, but for the fact that Cadila exercised its right not to prepare a Project Estimate or agree to a Project Plan reasonably offered to Cadila by Novavax containing terms substantially consistent with those contained in Cadila’s Project Estimate therefor (which amounts shall be reasonably determined based on amounts that would be reasonably charged for such services had Cadila actually provided a Project Estimate and the parties had entered into a Project Plan therefor); and “ Shortfall Amount ” equals the difference between $7.5 million and the Services Amount.

5. Ownership of Work Product .

     5.1 Disclosures . Cadila will promptly notify Novavax of any invention, discovery, improvement, formula, know-how, design, process or technique, whether patentable or not, which is conceived or reduced to practice by Cadila in the course of Cadila’s performance of Services.

     5.2 Novavax Ownership . Except as set forth in Section 5.3, Novavax shall have sole ownership of all right, title, and interest in and to all (a) Project Results, and (b) inventions, discoveries, improvements, formulas, know-how, designs, processes and techniques, whether or not patentable, patent rights, copyrights, and any other intellectual property rights (all the foregoing, collectively, “IP Rights”) directed or specific to Novavax’s VLP vaccines, Novavax’s VLP platform or the particular products or programs of Novavax described in the Project Plan (“Novavax Technology”) conceived or reduced to practice by Cadila in the course of performance of the Services, and (c) IP Rights directed or specific to Novavax Technology conceived or reduced to practice jointly by Cadila and Novavax in the course of performance of the Services (collectively, the “Novavax IP Rights”). Cadila hereby assigns, transfers, and conveys to Novavax all right, title, and interest in the Novavax IP Rights (subject, as applicable, to the license granted by Novavax to the joint venture to be formed under the Joint Venture Agreement between Novavax and Cadila). Cadila further agrees to execute any documents and

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED
WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

to provide Novavax with any other assistance that is reasonably necessary for Novavax to perfect and enjoy its rights under this Section.

     5.3 Cadila Ownership; Non-Exclusive License . Novavax acknowledges that, in the course of providing Services, Cadila (solely or jointly with Novavax) may conceive of, or reduce to practice, IP Rights in the course of performance of the Services that are not directed to or specific to the Novavax Technology, including, without limitation, any improvements to Cadila’s existing technologies or capabilities (collectively, “Cadila IP Rights”). Therefore, notwithstanding the provisions of Section 5.2, Cadila shall have sole ownership of all Cadila IP Rights. Novavax hereby assigns, transfers, and conveys to Cadila all right, title, and interest in Cadila IP Rights. Novavax further agrees to execute any documents and to provide Cadila with any other assistance that is reasonably necessary for Cadila to perfect and enjoy its rights under this Section. Cadila hereby grants to Novavax a fully paid, nonexclusive right and license to use any Cadila IP Rights in connection with the research, development, manufacture and sale of Novavax vaccine products anywhere in the world. Except as expressly provided herein, Cadila retains all of its rights, title and interest in, to and under its intellectual property, technology and other assets, and no transfer of ownership or license is provided hereunder with respect thereto (by implication or otherwise), except as expressly provided for herein.

6. Confidential Information .

     6.1 “ Confidential Information ” means any confidential or proprietary information furnished by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with any Services Request or Project Plan or otherwise in connection with the performance of Services hereunder, any information within the Project Results and any Novavax IP Rights and any Cadila Improvements and Cadila IP Rights. All information within the Project Results, other than Cadila Improvements and Cadila IP Rights, shall be the Confidential Information of Novavax and Novavax shall be deemed the Disclosing Party with respect to such information. All information relating to Cadila Improvements and Cadila IP Rights shall be the Confidential Information of Cadila and Cadila shall be deemed the Disclosing Party with respect to such information. Such Confidential Information may include, without limitation, trade secrets, know-how, inventions, product or technical data or specifications, testing methods, and research and development activities and results.

     6.2 Restrictions . During the term of this Agreement and thereafter for a period of ten (10) years, the Receiving Party shall (i) maintain all Confidential Information in strict confidence, except that the Receiving Party may disclose or permit the disclosure of any Confidential Information to its directors, officers, employees, consultants, and advisors who are obligated to maintain the confidential nature of such Confidential Information and who need to know such Confidential Information for the purposes of this Agreement; (ii) use all Confidential Information solely for the purposes of this Agreement (or any other agreements entered into by the parties); and (iii) allow its directors, officers, employees, consultants, and advisors to reproduce the Confidential Information only to the extent necessary to fulfill the purposes of this Agreement, with all such reproductions being considered Confidential Information.