LICENSE AGREEMENT

Exhibit 10.3

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.

LICENSE AGREEMENT

          THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of February 19, 2008 (“Effective Date”), by and among NOVAVAX, INC., a Delaware corporation (“Novavax”), and GRACEWAY PHARMACEUTICALS, LLC, a Delaware limited liability company (“Graceway”).

          WHEREAS, Graceway and Novavax are parties to that certain Asset Purchase Agreement dated as of the date hereof (the “Asset Purchase Agreement”), pursuant to which, Novavax agreed to sell to Graceway, and Graceway agreed to acquire from Novavax, certain assets used by Novavax in connection with the research, development, manufacture, distribution, marketing, sale, promotion, importation and use of the Product (as defined in the Asset Purchase Agreement);

          WHEREAS, pursuant to Section 7.02(d) of the Asset Purchase Agreement, Graceway has agreed to license to Novavax certain rights in the Licensed Technology (as defined herein); and

          WHEREAS, it is a condition precedent to Novavax’s obligation to consummate the Closing under the Asset Purchase Agreement that the parties enter into this Agreement, and the parties are entering into this Agreement on and as of the Closing Date under the Asset Purchase Agreement.

          NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained in this Agreement and the Asset Purchase Agreement, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1
DEFINITIONS AND REFERENCES

     1.1. Defined Terms.

          Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meanings given to such terms in the Asset Purchase Agreement.

          “Agreement” has the meaning set forth in the Preamble.

          “Asset Purchase Agreement” has the meaning set forth in the Recitals.

          “Effective Date” has the meaning set forth in the Preamble.

          “Field” means [* * *]

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.

          “Graceway Confidential Information” has the meaning set forth in Section 4.2(a).

          “Licensed IP” means the Patents listed in Schedule 2.01(a) of the Asset Purchase Agreement.

          “Licensed Technology” means the Transferred Know-How as defined in the Asset Purchase Agreement.

     1.2. Construction of Certain Terms and Phrases.

          Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms “hereof”, “herein”, “hereby” and derivative or similar words refer to this entire Agreement; (d) all references herein to “Articles” or “Sections” are to Articles or Sections of this Agreement; (e) the term “or” has, except as otherwise indicated, the inclusive meaning represented by the phrase “and/or”; and (f) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

ARTICLE 2
LICENSE GRANT

     2.1. License Grant.

          (a) Subject to the terms and conditions of this Agreement, Graceway hereby grants to Novavax an exclusive, non-transferable (except as permitted under Section 8.6), royalty-free, limited license, with the right to grant sublicenses through multiple tiers, to develop, make, have made, use, sell, offer for sale, and import products and services claimed or covered by the Licensed IP solely in the Field. Novavax acknowledges and agrees that the license granted in this Section 2.1(a) is for the sole purpose of enabling Novavax to practice and/or sublicense to third parties the Licensed IP for the research, development and sale of products and services by such third parties in the Field in accordance with the terms of the foregoing license, and Novavax is expressly excluded from using the Licensed IP for any other purpose.

          (b) Subject to this Section 2.1(b), Novavax may sublicense the rights granted under this Section 2.1 to a third party without the consent of Graceway. Novavax acknowledges and agrees that any sublicense granted shall be made subject to the terms of this Agreement and shall not relieve Novavax of its obligations under this Agreement. Promptly after the execution of any sublicense agreement, Novavax shall provide Graceway with a complete copy of such agreement; provided, that financial and other business terms that are unrelated to Novavax’s obligations under this Agreement may be redacted.

          (c) Subject to the terms and conditions of this Agreement, Graceway hereby grants to Novavax an exclusive, non-transferable (except as permitted under Section 8.6),

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.

royalty-free, limited license, with the right to grant sublicenses through multiple tiers, to make, have made, use, sell, offer for sale, and import products and services developed using or incorporating the Licensed Technology solely in the Field and in the Territory.

     2.2. Reservation of Rights.

          Novavax acknowledges and agrees that Graceway owns, reserves and retains all right, title and interest in and to the Licensed IP and the Licensed Technology, except for the limited, express license grant set forth herein.

     2.3. No Access to Information.

          Novavax acknowledges and agrees that Graceway has no obligation to provide Novavax with any information, data, materials or documentation regarding the Licensed Technology or any other assets of Graceway (including the NDA for the Product), nor to provide any other technical assistance. For the avoidance of doubt, Novavax acknowledges and agrees that neither Novavax nor any of its licensees or sublicensees shall have any right of reference to any information, data, materials or documentation regarding the Licensed Technology or any other assets of Graceway (including the NDA for the Product).

     2.4. Disclaimers.

          Graceway makes no representation as to, and does not warrant, the accuracy or completeness of the Licensed IP or the Licensed Technology, nor does Graceway warrant that the use of the Licensed IP or the Licensed Technology, or any products developed, manufactured or packaged in accordance with or utilizing such technology or the intellectual property rights therein, will be free from claims of infringement of the patents, copyrights or other intellectual property rights of any third party. Except for Graceway’s express obligations under this Agreement, Graceway shall not be under any liability arising out of granting the license set forth in Section 2.1 under, in connection with or as a result of this Agreement, whether on warranty, contract, negligence or otherwise.

ARTICLE 3
COVENANTS

          Novavax covenants and agrees that Novavax shall not use, nor permit any permitted assignee or sublicensee to use, all or any part of the Licensed IP or the Licensed Technology for any purpose except as set forth in Section 2.1 and Novavax agrees that any use of the Licensed IP or the Licensed Technology outside of the scope of the license grant set forth in Section 2.1 shall be a breach of this Agreement.

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.

ARTICLE 4
PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION

     4.1. Ownership.

          Novavax hereby agrees that the Licensed Technology constitutes commercially valuable, proprietary trade secrets and confidential information of Graceway. Novavax further agrees that except for the limited license grant set forth in Section 2.1 and its rights to the Licensed Technology outside the Territory, Novavax shall not assert any right, title or interest in or to the Licensed IP or the Licensed Technology. Novavax acknowledges that the Licensed Technology (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from the disclosure or use and (ii) is the subject of efforts of Graceway that are reasonable under the circumstances to maintain its secrecy.

     4.2. Confidential Information.

          (a) In addition to Novavax’s other confidentiality obligations set forth in the Asset Purchase Agreement, Novavax agrees, during the term of this Agreement and thereafter, to (i) maintain the Licensed Technology whether disclosed by Graceway to Novavax in any manner and in any form or format or otherwise retained by Novavax (the “Graceway Confidential Information”), in the strictest confidence, (ii) not disclose the Graceway Confidential Information to any third parties, and (iii) only use such Graceway Confidential Information to practice the license and other rights granted hereunder in accordance with this Agreement. Notwithstanding the foregoing, Novavax may disclose Graceway Confidential Information, and authorize the use of such Graceway Confidential Information on the same terms applicable to Novavax under this Agreement, to the following persons and entities: (A) employees or contractors of Novavax who have a need to know such information and (B) sublicensees in connection with the grant of any sublicense of the rights granted hereunder, in each case where such persons or entities have a legal obligation to maintain the confidentiality of such information on the same terms applicable to Novavax in this Agreement. In addition, Novavax may disclose Graceway Confidential Information to Governmental Authorities solely for the purposes of, and solely to the extent necessary for, submitting and maintaining applications for the authorization or use of pharmaceutical products in the Field; provided, that Novavax shall request confidential treatment for any submission of such information to any Governmental Authority and, if such information will not receive confidential treatment by such Governmental Authority, then Novavax shall not disclose such information to such Governmental Authority without Graceway’s prior written consent, which consent will not be unreasonably withheld. Without limiting the foregoing, Novavax shall, consistent with the practices and procedures under which Novavax protects its own most valuable proprietary information and materials, protect the Graceway Confidential Information against any unauthorized or unlawful use, disclosure, dissemination or copying.