SECOND AMENDMENT TO LEASE AGREEMENT

     Exhibit 10.6

SECOND AMENDMENT TO LEASE AGREEMENT

     THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “ Second Amendment ”) is entered into as of this 26 ^th day of June, 2008 (the “ Execution Date ”), by and between BMR-9920 BELWARD CAMPUS Q LLC, a Rhode Island limited liability company (“ Landlord ,” f.k.a. GP Rock One, L.L.C.), and NOVAVAX, INC., a Delaware corporation (“ Tenant ”).

RECITALS

     A. WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated as of May 7, 2007, as amended by that certain First Amendment to Lease (the “ First Amendment ”) dated as of May 30, 2008 (as the same may have been amended, supplemented or otherwise modified from time to time, collectively, the “ Lease ”), whereby Tenant leases certain premises (the “ Premises ”) from Landlord at 9920 Belward Campus Drive in Rockville, Maryland (the “ Building ”);

     B. WHEREAS, Tenant has performed certain Alterations to the Premises;

     C. WHEREAS, Landlord and Tenant desire to modify the Lease Term; and

     D. WHEREAS, Landlord and Tenant desire to modify and amend the Lease only in the respects and on the conditions hereinafter stated.

AGREEMENT

     NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as follows:

     1.  Definitions . For purposes of this Second Amendment, capitalized terms shall have the meanings ascribed to them in the Lease unless otherwise defined herein.

     2.  Lease Term . Section 2 of the First Amendment is hereby deleted in its entirety. The parties hereby agree that the Lease Term commenced on January 1, 2007 and, unless earlier terminated, the Lease Term shall expire on January 31, 2017. The period from June 27, 2008 through January 31, 2017, is referred to herein as the “ Remaining Term .”

     3.  Rent . Base Rent for the Remaining Term, calculated in accordance with Section 5 of this Second Amendment, shall increase in accordance with Section 2.C of the Lease.

     4.  Allowance for Alterations . Section 3 of the First Amendment is hereby deleted in its entirety and replaced with the following:

          a. Landlord shall reimburse Tenant for up to Three Million Dollars ($3,000,000) (the “ Allowance ”) for Tenant’s construction of Alterations, to the extent completed in conformity with the Lease, Tenant’s permitted use and applicable laws. The Allowance may be applied to the costs of (i) construction and installation of HVAC, (ii) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (iii) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Alterations, and (iv) costs and expenses for labor, material, equipment and fixtures. In no event shall the Allowance be used for (v) the cost of work that is not authorized by plans approved in writing by Landlord, (w) payments to Tenant or any affiliates of Tenant, (x) the purchase of any furniture, personal property or other non-building system equipment, (y) costs resulting from any defa