---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-026225"
form_type: "8-K"
ticker: "NVAX"
cik: "0001000694"
company_name: "NOVAVAX INC"
filed_at: "2024-02-22T23:59:59+00:00"
generated_at: "2026-06-05T18:00:11.748115+00:00"
event_type: "litigation"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Novavax settles Gavi arbitration: pays $75M upfront, $400M deferred through 2028

## Summary
- Initial cash payment of $75M to Gavi made Feb 20; deferred payments of $80M/yr through 2028 total $400M.
- Deferred payments may be reduced by annual vaccine credits for qualifying sales to low-income countries.
- Gavi receives security interest in accounts receivable from Serum Institute of India under Matrix-M supply agreement.
- Settlement terminates the May 2021 Advanced Purchase Agreement and ends related arbitration proceedings.
- Novavax may price vaccines for qualifying countries in its discretion; credit applied at actual price.

## SEC filing metadata
- accession: 0001104659-24-026225
- form_type: 8-K
- ticker: NVAX
- cik: 0001000694
- company_name: NOVAVAX INC
- filed_at: 2024-02-22T23:59:59+00:00
- event_type: litigation
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 1.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1000694/000110465924026225/0001104659-24-026225-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1000694/000110465924026225/tm246954d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-026225
- JSON: https://secwatch.observer/filing/0001104659-24-026225.json
- Plain text: https://secwatch.observer/filing/0001104659-24-026225.txt

## Key facts
- Material Agreements
  NOVAVAX INC entered into Settlement Agreement with Gavi Alliance valued at total $400 million (effective 2024-02-16).
  - Action: entry
  - Agreement: settlement
  - Counterparty: Gavi Alliance
  - Value: total $400 million
  - Effective: 2024-02-16
  source text: On February 16, 2024, Novavax, Inc. (the “Company”) and Gavi Alliance (“Gavi”) entered into a Termination and Settlement Agreement (the “Settlement Agreement”) terminating the Advance Purchase Agreement dated May 5, 2021 between the Company and Gavi (the “APA”), which related to the supply of the Company’s vaccine against SARS-COV-2 for the prevention of COVID-19, settling the arbitration proceedings initiated by Gavi against the Company (the “Arbitration”) relating to the APA and releasing both parties of all claims arising from, under or otherwise in connection with the APA.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1000694/000110465924026225/0001104659-24-026225-index.htm
- Material Agreements
  NOVAVAX INC terminated Advance Purchase Agreement with Gavi Alliance (effective 2024-02-16).
  - Action: termination
  - Agreement: supply
  - Counterparty: Gavi Alliance
  - Effective: 2024-02-16
  source text: On February 16, 2024, Novavax, Inc. (the “Company”) and Gavi Alliance (“Gavi”) entered into a Termination and Settlement Agreement (the “Settlement Agreement”) terminating the Advance Purchase Agreement dated May 5, 2021 between the Company and Gavi (the “APA”), which related to the supply of the Company’s vaccine against SARS-COV-2 for the prevention of COVID-19, settling the arbitration proceedings initiated by Gavi against the Company (the “Arbitration”) relating to the APA and releasing both parties of all claims arising from, under or otherwise in connection with the APA.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1000694/000110465924026225/0001104659-24-026225-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.