novavax pt iii

8/8/2019 Novavax Pt III

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In order to provide equal employment and ad-vancement opportunities to all individuals, em-

ployment decisions at Novavax will be based onmerit, qualications, and abilities. We conductbusiness with respect for all people and provideequal employment opportunities without regard todifferences or similarities.

Novavax does not discriminate on the basis ofrace, color, national origin, political or religiousafliation, sex, sexual orientation, age, maritalstatus, family relationship, disability, or any othercharacteristic protected by law. Sexual and otherunlawful harassment is a form of discriminationprohibited by law and Novavaxs policies. Any ap-

pearance or intent to commit sexual or other hrassment in the workplace, whether physical verbal, committed by any employee, visitor, cent or contractor is strictly prohibited.

Any employees with questions or concerns aboany type of discrimination in the workplace aencouraged to bring these issues to the attentiof their immediate supervisor or the Human Rsources Department. Employees can raise cocerns and make reports without fear of reprisAnyone found to be engaging in any type of ulawful discrimination or reprisal will be subject disciplinary action.

101 Equal EmploymEnt opportunity

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102 rEspEctful WorkplacE



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Novavax has a strong commitment to businessethics, and we believe that the company and

every employee must conduct their affairs with hon-esty, integrity and respect, and in compliance withall applicable laws. Our reputation for integrity, re-spect and commitment to excellence, particularlyin todays business environment, requires careful

observance of the spirit and letter of all applicablelaws, as well as scrupulous regard for the higheststandards of conduct and personal integrity.

The continued success of Novavax is dependentupon our customers trust and we are dedicatedto preserving that trust. Employees owe a duty toNovavax, its customers, and shareholders to act ina way that will merit the continued trust and con-dence of the public.

Novavax will comply with all applicable laws andregulations and expects its directors, ofcers, andemployees to conduct business in accordance withthe letter, spirit, and intent of all relevant laws andto refrain from any illegal, dishonest, or unethicalconduct.

In general, the use of good judgment and commonsense, based on high ethical principles, will guideyou with respect to lines of acceptable conduct. Ifa situation arises where it is difcult to determinethe proper course of action, the mat-ter should be discussed with your im-mediate supervisor, a member of theHuman Resources Department, or thecompanys General Counsel.

Stricter and more specic rules gen-erally apply when Novavax is doingbusiness with governmental agenciesand ofcials. There are many laws andspecic agency regulations governingour relationships with local, state andfederal governments. Those of youwho work with governmental ofcialsat any level must ensure that you un-derstand and follow the laws, regula-tions and policies that apply to thoserelationships.

Noncompliance with the policies andpractices set forth in this handbook

and applicable laws can result in serious conse-quences, both to Novavax and our employees,including civil and criminal penalties and adverseemployment actions, up to and including termina-tion of employment.

For further guidance, employees should also refer

to Novavaxs Code of Business Conduct and Eth-ics, which is posted on the companys website atwww.novavax.com/humanresources.In particular,if an employee feels uncomfortable for any rea-son speaking with any of the resources identiedabove and would like to submit a compliant, voicea concern or report suspect activities, he or shecan utilize Novavaxs condential and anonymousreporting procedure discussed in the Code under

What You Can Do If You Have A Concern AboutBusiness Practices.

Novavax wants every employee to feel comfortableraising business practice, ethical and legal issuesinternally. In fact, Novavax will listen to all issuesraised and respond to all questions asked.

As a result, Novavax strictly prohibits reprisals orretaliation against anyone who raises a business

practice, accounting/internal controls, ethical or

legal issue or cooperates in the investigation of

such an issue.

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Sec 1-A Creating Tomorrows Vaccines

103 BusinEss Ethics anD conDuct

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104 pErsonal rElationships in thE WorkplacE


The employment of relatives in the same areaof an organization or the utilization of relatives

as consultants to the company may cause seriousconicts and problems with favoritism and em-ployee morale. In addition to claims of partiality intreatment at work, personal conicts from outsidethe work environment can be carried into day-to-

day working relationships.

Relatives of persons currently employed by Novavaxmay be hired only if they will not be working direct-ly for or supervising a relative or will not be work-ing directly above the relatives immediate superioror directly for the relatives immediate subordinate.Novavax employees cannot be transferred into such

a reporting relationship.

If the relative relationship is established ament, senior management will decide wtransferred based on the companys bes

In other cases where a conict or th

for conict arises, even if there is no relationship involved, management wa case-by-case basis.

For the purposes of this practice, a reperson who is related by blood or marriarelationship with the employee is similapersons who are related by blood or m

Novavax is committed to employing only UnitedStates citizens and other individuals who are

legally authorized to work in the United States anddoes not unlawfully discriminate on the basis ofcitizenship or national origin.

In compliance with the Immigration Reform andControl Act of 1986, each new employee, as acondition of employment, must complete the Em-ployment Eligibility Verication Form I-9 and p res-ent documentation establishing identity and em-ployment eligibility. Former employees who arerehired must also complete the form if they havenot completed an I-9 with Novavax within the pastthree years, or if their previous I-9 is no longerretained or valid.

For employees outside the United States, it is ex-pected that they will possess the appropriate au-thorizations to work in the country they are as-signed.

Employees with questions or seeking more infor-mation on immigration law issues are encouragedto contact the Human Resources Department.

Employees may raise questions or about immigration law compliance wof reprisal.

105 immigration laW compliancE



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106 conflicts of intErEst


Conicts of interest are strictly prohibited. Thecompanys best interest must always prevail

over an employees personal interest.

While Novavax does not wish to infringe on thepersonal lives of its employees, employees mustnot have personal activities or relationships, in-

cluding commercial interests, that conict or ap-pear to conict with the interests of the company.A conict of interest develops any time an em-ployee faces a choice between what is in his or herpersonal interest (nancial or otherwise) and theinterest of the company. Novavax expects that theinterests of the company will take precedence overan employees personal interests and that our em-ployees will act only for the companys benet.

Examples of likely conicts of interest include:

Unduly using your inuence or position to causeNovavax to employ, engage in a business trans-action or enter into a contract with your relatives(including your spouse, parents, children, siblings,in-laws or life partner), friends, or a company inwhich you or your relatives or friends has, directlyor indirectly, an interest;

using material, non-public Novavax, vendor,customer, partner or competitor information for

personal gain (including securities transactionsbased on such information);

serving as a director or advisory board member ofany current or likely Novavax competitor, or accept-ing such positions with any organization or govern-ment agency with which we do or may do business;

receiving or paying undisclosed fees, commis-sions or other payments from or to vendors, cus-tomers, partners, competitors or others seeking todo business with Novavax;

making or accepting gifts, loans, meals, enter-tainment or services from or to vendors, custom-ers, partners, competitors or others seeking to dobusiness with Novavax that are not reasonableand of modest value, or that do not support thelegitimate business interests of the company;

having outside employment that interferes

with the employees performance, ability to actin Novavaxs best interests, or comply with ourcompany policies, or requires the employee to usecondential information or company assets, orotherwise creates a conict or the appearance ofimpropriety;

having more than a modest nancial interest inNovavaxs vendors, customers, partners or com-petitors, whether such entities are public or pri-vate; and

competing, or preparing to compete, with thecompany while still employed by the company.

It is not possible to list all conicts of interestsand, therefore, employees should use the abovelist and accompanying discussion merely as aguide. Ultimately, it is the responsibility of eachindividual to avoid any situation that is or couldappear to present a conict of interest.

Executive ofcers must also be mindful of certain related party transactions and relationshipsourAudit Committee (or other independent body of ourBoard) will be responsible for approving all trans-actions or business relationships involving Novavaxand any executive ofcer, including any indebted-ness of such individuals to the company and trans-actions between Novavax and the ofcer personally,members of their immediate families, or entities inwhich they have an interest.

When faced with a situation involving an actual orpotential conict of interest, including interestedinsider transactions, directors, like all employees,are encouraged to seek advice from the compa-nys General Counsel and refer to the companyspolicies on conicts of interest.

The proper implementation of this policy implies acontinuing requirement that all employees makeprompt disclosure to their direct supervisor, or theGeneral Counsel of the company, of any fact orcircumstance that may involve a conict of inter-est. All transactions containing a potential conictbetween Novavax and any employee, or an entityafliated with an employee, must be disclosed andapproved in advance by the companys President,Chief Executive Ofcer and Chief Financial Ofcer

rst and then by the Board of Directors or Au -dit Committee and, when approved by the AuditCommittee, should be promptly disclosed to theentire Board of Directors. Waivers of conicts of

interests involving ofcers require thethe Audit Committee. In the event this granted, it will be disclosed by the accordance with law.

106 conflicts of intErEst (continuED)

Employees may not divert corporate opportuni-ties to themselves. Generally, an opportunity

will be deemed a corporate opportunity if it is inNovavaxs line of business, is one that the companyis nancially able to take, is of present or potentialadvantage or unique value to Novavax, and is onein which the company has an interest or expec-tancy. More broadly, opportunities may be deemedcorporate opportunities if issues of fairness dictatethat Novavax, rather than an employee, should begiven the opportunity.

You must disclose all potential corporate oppor-tunities of which you are aware to the companyrst for evaluation, and may not take away fromNovavax any opportunity for nancial gain that

you nd out about because of your position at

Novavax or through the use of compaor information.

You are also prohibited from using comerty, information or position for persocompeting with Novavax.

Employees may hold outside jobs as long asthey meet the performance standards of their

job with Novavax. All employees will be judged bytheir job performance standards and will be sub-

ject to Novavaxs scheduling demands, regardlessof any existing outside work requirements.

If Novavax determines that an employees outsidework interferes with his or her performance, ability toact in Novavaxs best interests, or comply with com-pany policies, requires the employee to use conden-tial information or the companys assets, or otherwisecreates the appearance of impropriety, the employeemay be asked to terminate the outside employmentif he or she wishes to remain with Novavax.

Outside employment that constitutes a conict of

interest is prohibited. Employees may any income or material gain from individNovavax for materials produced or servicwhile performing their jobs. Employeesmay not take an outside job, either fordonation of his/her personal time, withor competitor of the company. Additionployees may not work on their own if in any way with the sale of products orprovide our customers.

If an employee is thinking of taking a please discuss this situation with your sthe Human Resources Department imminsure that such an arrangement will with your job at Novavax or present interest.

107 corporatE opportunitiEs


108 outsiDE EmploymEnt



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Novavax expects all employees to respect andsafeguard all condential and proprietary in-

formation of the company. Condential informa-

tion is both sensitive and a valuable asset: you areexpected to protect against its unauthorized useand disclosure.

109 non-DisclosurE


financialorsalesinformation &

projections

humanresourceinformation, includingemployeelists, personnelfiles &salary

information

clinicaltrialprotocolsanddata

formulationsandprototypes

regulatoryplans

productionprocesses &schedules

inventions &patents

customerlists &information

businessmethods strategicplans

plannedbusinessacquisitionsordivestitures

advertising &marketingstrategies

research &developmentdata

mualitydata

manufacturingprocesses, techniques &

layouts

company-heldcompetitiveinformation

marketdata

Examples of condential information include, but are not limited to:

All employees must exercise caution not to dis-

close, either intentionally or inadvertently, con-dential information to third parties (including cus-tomers, competitors, contractors and suppliers)under any circumstances, unless it is a necessarypart of your work responsibilities and the receiv-ing party has a business need to know. If youhave a need to share information with others out-side of Novavax, a condentiality agreement mustbe signed and/or prior approval from our GeneralCounsel is required.

In particular, you should not discuss condential in-formation in public places such as elevators, hall-ways, restaurants, airplanes, taxis or any other placewhere they can be overheard. Be particularly carefulwhen discussing condential information on wirelesstechnologies (e.g., cell phones, cordless phones orpersonal digital assistants) and when sending con-dential information over the Internet, because itmay be intercepted.

Employees should also endeavor not to read con-dential documents in public places, discard suchdocuments where others can retrieve them, or becareless with documents such as by leaving themunattended in conference rooms or at photocopy

machines and printers. Keep your computer in a

safe place and use a password to limit access to theinformation stored on it.

Only authorized ofcials of Novavax are permittedto respond to inquiries for company informationfrom the media, the nancial community, inves-tors and others. All employees are to promptlyrefer all such inquiries to the appropriate ofcials.

Every employee may only use such condentialinformation in furtherance of the companys busi-ness purposes. Employees will be asked to signan employee proprietary information agreementas a condition of employment, although the non-disclosure and use obligations apply whether ornot the agreement is executed.

If you have a question regarding whether certaininformation is condential, material and/or hasbeen adequately disclosed, you should contact thecompanys General Counsel and abstain from act-ing, including trading in Novavaxs common stockor disclosing such information, until you have beeninformed that the information is not condential ormaterial, or has been appropriately disclosed.

Further, unintended disclosure of company con-dential information by an employee should be im-mediately reviewed with your supervisor and/orthe Chief Financial Ofcer or General Counsel todetermine if further action is appropriate.

Employees should also remember that their obli-

gation to protect the companys condmation continues even after their emplNovavax ends. Employees and formewho improperly use or disclose condmation will be subject to disciplinary acing termination, and legal act ion, even iactually benet from the disclosed info

109 non-DisclosurE (continuED)

110 thirD-party confiDEntial information


We are also often in receipt or possession ofthe condential information of other par-

ties, including our vendors, customers, businesspartners and competitors. Often this informationis protected, and its use governed, by conden-tiality agreements with those parties. You musttreat this information in the same way you treatNovavaxs condential information.

Remember, however, that the above condentialityprovisions apply to all company vendor, customer,partner and competitor information, whether or notprovided pursuant to the terms of a condential-

ity agreement. In particular, the receipt of sensitive

business or technical information from carries signicant risks, as the companternal development activities in such aforeclosed.

Inappropriate handling of sensitive from competitors and other third partlead to loss of trust and liability for datherefore should refuse unsolicited thirddential information or, if inadvertentshould return such information unopthird party or transfer it to the Generaappropriate disposition.

Novavax is committed to complying with the Americanswith Disabilities Act (ADA) and other applicable laws,

and ensuring equal opportunity in employment for qualiedpersons with disabilities. All employment practices and ac-tivities are conducted on a non-discriminatory basis.

Hiring procedures have been reviewed and provide per-sons with disabilities meaningful employment opportunities.Questions asked during the interview process should be spe-cic to the applicants ability to perform the duties of theposition.

Novavax will make reasonable accommodations for qualiedindividuals with known disabilities unless doing so wouldresult in a hardship for the company. All employment deci-sions are based on the merits of the situation in accordancewith dened criteria, not the disability of the individual.

111 DisaBility accomoDation



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Employment with Novavax is voluntarily enteredinto, and the employee is free to resign at

will at any time, with or without cause. Similarly,Novavax may terminate the employment relation-ship at will at any time, with or without notice orcause.

Policies set forth in this handbook are not intendedto create a contract, nor are they to be construedto constitute contractual obligations of any kindor a contract of employment between Novavax

and any of its employees. The provisions of thehandbook have been developed at the discretionof management and, except for its policy of em-ployment-at-will, may be amended or cancelledat any time, at Novavaxs sole discretion with orwithout notice.

These provisions supersede all existing policiesand practices and may not be amended or add-ed to without the express written approval of thePresident and CEO of Novavax.

Qualied individuals with disabilities are entitledto equal pay and other forms of compensation (orchanges in compensation) as well as in job assign-ments, classications and within equal treatmentwith respect to organizational structures, positiondescriptions, lines of progression, and senioritylists. Leave of all types will be available to all em-ployees on an equal basis.

Novavax is also committed to not discriminatingagainst any qualied employees or applicants be-cause they are related to or associated with a per-son with a disability.

Novavax will comply with applicable state or locallaws that provide individuals with disabilities great-er protection than the ADA.

111 DisaBility accomoDation (continuED)

112 EmploymEnt at Will


insiDEr traDing policy


PENALTIES FOR NONCOMPLIANCE

cv d c pee

Potential penalties for insider trading violations in-clude (1) imprisonment for up to 20 years, (2)criminal nes of up to $5 million and (3) civilnes of up to three times the prot gained or lossavoided.

c pe lb

If Novavax fails to take appropriate steps to pre-vent illegal insider trading, the Company mayhave controlling person liability for a trading vio-lation, with civil penalties of up to the greater of$1 million and three times the prot gained or lossavoided, as well as a criminal penalty of up to $25million. The civil penalties can extend personalliability to Novavaxs directors, ofcers and othersupervisory personnel if they fail to take appropri-

ate steps to prevent insider trading.

c s

Failure to comply with this Policy may also subject you to Novavax-imposed sanctions, includingdismissal for cause, whether or not your failure tocomply with this Policy results in violations of law.

scopE of policy

pe cveed

As a director, ofcer, employee or coNovavax or its subsidiary, this Policyyou. The same restrictions that applyply to your family members who residanyone else who lives in your househfamily members who do not live in youbut whose transactions in Novavax sedirected by you or are subject to your control (such as parents or children wwith you before they trade in NovavaxYou are responsible for making sure tchase or sale of any security covered bby any such person complies with this

ce cveed

The prohibition on insider trading in

is not limited to trading in Novavax sincludes trading in the securities of osuch as customers or suppliers of Nthose with which Novavax may be nego

jor transactions, such as a corporate colicense, acquisition, investment or saltion that is not material to the Companertheless be material to one of those

The board of directors of Novavax, Inc. has ad-opted this Insider Trading Policy (the Policy)

for our directors, ofcers, employees and consul-tants with respect to the trading of the Companyssecurities, as well as the securities of publicly trad-ed companies with whom we have a relationship.

Federal and state securities laws prohibit the pur-chase or sale of a companys securities by personswho are aware of material information about thatcompany that is not generally known or availableto the public. These laws also prohibit personswho are aware of such material nonpublic infor-mation from disclosing this information to otherswho may trade. Companies and their controllingpersons are also subject to liability if they fail to

take reasonable steps to prevent insby company personnel.

It is important that you understand thactivities that constitute illegal insiderthe consequences, which can be seveU.S. Securities and Exchange CommisNASDAQ stock market investigate andfective at detecting insider trading.

The SEC, together with the U.S. Attorninsider trading vigorously. Cases havcessfully prosecuted against trading byat all levels through foreign accountsfamily members and friends and tradionly a small number of shares.

BACKGROUND

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novavax pt iii

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