Novavax To Receive $19.5M Upfront Payment Under Amended Agreement With Takeda

 

On April 29, 2025, Novavax, Inc. (the "Company") entered into a collaboration and exclusive license agreement, as amended, (the "Amended Collaboration Agreement") with Takeda Pharmaceutical Company Limited ("Takeda") which amends and supersedes the collaboration and exclusive license agreement, dated February 24, 2021, (the "Original Agreement," together with the Amended Collaboration Agreement, the "Agreement").

 

The Original Agreement, which granted Takeda an exclusive license to develop, manufacture, and commercialize NVX-CoV2373, the Company's vaccine candidate for the SARS-CoV-2 virus (the "Vaccine") in Japan, has been amended so that Takeda may develop and commercialize a strain for the Vaccine that is different from the strain that the Company selects for the year, provided such Takeda selected strain must be procured from the Company. Under the Amended Collaboration Agreement, Takeda will continue to purchase the Company's Matrix-M™ adjuvant to manufacture doses of finished Vaccine with updated adjuvant forecast and other supply terms.

 

Under the Amended Collaboration Agreement, the Company will receive a non-refundable upfront payment of $19.5 million of which $5 million is creditable against royalties owed by Takeda for its fiscal year 2024. In addition, on an annual basis, (i) the Company will receive $2 million to compensate the Company for services provided by the Company under the Agreement, and (ii) the Company will receive an additional $8 million annual milestone payment of which $5 million is creditable against royalties owed by Takeda in its fiscal year 2025 or thereafter, if Takeda receives marketing approval of the Vaccine in that year or such approval is not necessary for such year. The parties have also updated the financial terms to replace the share of operating profits and, instead, provide the Company with a tiered royalty as a percentage of Takeda's, its affiliates' and sublicensees' total net sales in the mid to high-teen percentages (subject to certain capped royalty reductions), commencing on April 1, 2024 and will continue until the latest of (a) twenty years after April 29, 2025, (b) all the Company's know-how licensed under the Amended Collaboration Agreement has become publicly available through no fault of Takeda, and (c) the expiration of the last valid claim in the intellectual property rights licensed by the Company to Takeda under the Amended Collaboration Agreement covering the Vaccine in Japan.