NOVAVAX INC 8-K

What Happened
Novavax Inc. announced on January 15, 2026 that it entered into a License and Option Agreement with Pfizer Inc. under which Pfizer receives a non‑exclusive, worldwide license to Novavax’s Matrix‑M adjuvant technology to research, develop and commercialize vaccines in one selected infectious‑disease field (already chosen) and an optional second field at Pfizer’s election. Pfizer will control development, manufacturing and commercialization of products using the adjuvant, while supply/delivery of the adjuvant will be addressed in separate supply agreements the parties intend to negotiate.

Key Details

• Effective date: January 15, 2026. Novavax to receive a $30 million upfront payment in Q1 2026.
• Potential additional payments: up to $500 million in milestones (up to $70M in development milestones per Field; up to $180M in sales milestones per Field).
• Royalties: tiered high mid‑single digit percentage royalties on quarterly net sales, product‑by‑product and country‑by‑country, lasting until the later of 20 years after first commercial sale or patent expiration.
• Option: Pfizer may designate a Second Field during the agreement term, subject to limits (Novavax cannot grant if it already has a relevant IND filed or prior exclusive license).

Why It Matters
This deal monetizes Novavax’s Matrix‑M adjuvant technology immediately (a $30M upfront) and creates potential for significant future revenue from milestones and ongoing royalties if Pfizer commercializes vaccines using Matrix‑M. For investors, the agreement shifts development and commercialization risk to Pfizer while preserving Novavax’s ability to earn long‑term royalty streams; however, realization of milestone and royalty payments depends on successful development, regulatory approvals, supply arrangements and commercialization by Pfizer, as noted in Novavax’s forward‑looking risk disclosures.