Influencia de los procesos tecnológicos en

91. Plaintiff repeats and realleges each and every allegation set forth above, as though fully set forth herein.

92. Plaintiff brings this action derivatively and in the right and for the benefit of Novavax to redress the Individual Defendants’ breaches of fiduciary duties.

93. Plaintiff is a stockholder of Novavax, was a stockholder of Novavax at the time of the wrongdoing alleged herein, and has been a stockholder of Novavax continuously since that time.

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94. Plaintiff will adequately and fairly represent the interests of Novavax in enforcing and prosecuting its rights.

95. As a result of the facts set forth herein, Plaintiff has not made any demand on the Board to institute this action against the Board. Such a demand would be a futile and useless act because the Board is incapable of making an independent and disinterested decision to institute and prosecute this action.

96. At the time Plaintiff commenced this derivative action, the Board consisted of ten directors: (i) defendant Douglas, (ii) defendant Erck, (iii) defendant Evans, (iv) defendant King, (v) defendant McManus, (vi) defendant Modi, (vii) defendant Mott, (viii) defendant Young, and two non-party directors.

97. Plaintiff did not make a demand on the Board prior to bringing this stockholder derivative suit because, for the reasons described above, there is reason to doubt that at least half of the Board is disinterested with respect to the claims herein because they face a substantial likelihood of personal liability; or that they could have made an independent and disinterested decision to bring the claims herein. Indeed, one of the directors, Erck, participated in the April 2020 Awards and six of the directors participated in the June 2020 Awards. Seven directors have enjoyed this immense financial benefit as a result of the actions identified in this Complaint.

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i. Douglas granted and approved the improper April 2020 Awards

while in possession of material non-public information regarding the imminent $384 million CEPI grant. Douglas also included himself in the improper June 2020 Awards while in possession of material non-public information regarding the imminent OWS Grant, and was therefore unjustly enriched in light of his acquisition of 6,900 options and 3,450 RSUs at an artificially low price. The foregoing is a breach of the duty of loyalty and so egregious on its face that it cannot be the product of business judgment. As such, he has a substantial likelihood of liability in this action and is incapable of assessing whether to pursue the claims herein with disinterested independence.

ii. Erck participated in the improper April 2020 Awards when he

received 400,000 options. Furthermore, he was in possession of material non-public information related to the impending $384 million CEPI funding announced on May 11, 2020. Erck also granted and approved the improper June 2020 Awards while in possession of material non-public information regarding the imminent OWS grant. The foregoing is breach of the duty of loyalty and so egregious on its face that it cannot be the product of business judgment. As such, he has a substantial likelihood of personal liability in this action. Additionally, the Proxy states that the Company does not consider defendant Erck to be independent. Defendant Erck also has served with Douglas on the board of directors of MaxCyte, Inc. for approximately three

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years. As such, he is incapable of assessing whether to pursue the claims herein with disinterested independence.

iii. Evans granted and approved the improper April 2020 Awards

while in possession of material non-public information regarding the imminent $384 million CEPI grant. Evans also granted and approved the improper June 2020 Awards while in possession of material non-public information regarding the imminent OWS Grant, and was therefore unjustly enriched in light of his acquisition of 6,900 options with an exercise price of $83.54 and 3,450 RSUs at an artificially low price. The foregoing is a breach of the duty of loyalty and so egregious on its face that it cannot be the product of business judgment. As such, he has a substantial likelihood of liability in this action and is incapable of assessing whether to pursue the claims herein with disinterested independence.

iv. King granted and approved the improper April 2020 Awards

while in possession of material non-public information regarding the imminent $384 million CEPI grant. King also included herself in the improper June 2020 Awards while in possession of material non-public information regarding the imminent OWS Grant, and was therefore unjustly enriched in light of her acquisition of 6,900 options and 3,450 RSUs at an artificially low price. The foregoing is a breach of the duty of loyalty and so egregious on its face that it cannot be the product of business judgment. As such, she has a substantial likelihood of liability in this action and is

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incapable of assessing whether to pursue the claims herein with disinterested independence.

v. McManus granted and approved the improper April 2020

Awards while in possession of material non-public information regarding the imminent $384 million CEPI grant. McManus also included himself in the improper June 2020 Awards while in possession of material non-public information regarding the imminent OWS Grant, and was therefore unjustly enriched in light of his acquisition of 6,900 options and 3,450 RSUs at an artificially low price. The foregoing is a breach of the duty of loyalty and so egregious on its face that it cannot be the product of business judgment. As such, he has a substantial likelihood of liability in this action and is incapable of assessing whether to pursue the claims herein with disinterested independence.

vi. Modi approved and granted the improper April 2020 Awards

while in possession of material non-public information regarding the imminent $384 million CEPI grant. Modi also granted and approved the improper June 2020 Awards while in possession of material non-public information regarding the imminent OWS Grant. The foregoing is a breach of the duty of loyalty and so egregious on its face that it cannot be the product of business judgment. As such, he has a substantial likelihood of liability in this action. Additionally, the Company’s Proxy states the

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Company does not consider Modi to be independent. Accordingly, he is incapable of assessing whether to pursue the claims herein with disinterested independence.

vii. Mott granted and approved the improper June 2020 Awards

while in possession of material non-public information regarding the imminent OWS Grant, and was therefore unjustly enriched in light of his acquisition of 4,400 options at an artificially low price. The foregoing is a breach of the duty of loyalty and so egregious on its face that it cannot be the product of business judgment. As such, he has a substantial likelihood of liability in this action and is incapable of assessing whether to pursue the claims herein with disinterested independence.

viii. Young granted and approved the improper April 2020 Awards

while in possession of material non-public information regarding the imminent $384 million CEPI grant. Young also granted and approved the June 2020 Awards while in possession of material non-public information regarding the imminent OWS Grant, and was therefore unjustly enriched in light of his 15,180 options and 7,590 RSUs of the Company’s securities at an artificially low price. In addition, Young purchased 1,500 shares at $48.83 on June 3, 2020. The foregoing is a breach of the duty of loyalty and so egregious on its face that it cannot be the product of business judgment. As such, he has a substantial likelihood of liability in this action and is incapable of assessing whether to pursue the claims herein with disinterested independence.

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99. Five of the directors (Douglas, King, McManus, Mott, and Young) are currently members of the Compensation Committee. Young was chair of the Compensation Committee when the April 2020 Awards were granted. Mott is currently Chair and was part of the Compensation Committee when the June 2020 Awards were granted.

100. Four out of five of the current Compensation Committee directors (Douglas, King, McManus, and Mott) are incapable of independently and disinterestedly considering a demand to vigorously prosecute this action because they granted spring-loaded stock option awards to Novavax’ directors and certain officers, including themselves, which was a self-interested transaction subject to the entire fairness standard; was not the product of a valid exercise of business judgment; was a waste of Novavax’ assets; and for which they each face a substantial likelihood of liability.

101. Defendants Douglas, Erck, Evans, King, McManus, Modi, and Young either knew or recklessly disregard the material non-public information regarding the imminent $384 million CEPI grant when granting and approving the spring- loaded April 2020 Awards to Erck, Glenn, Herrmann, Rosen, and Trizzino.

102. Defendant directors Douglas, Evans, King, McManus, Mott, and Young are interested due to the receipt of the spring-loaded June 2020 Awards.

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103. Defendant directors Douglas, Erck, Evans, King, McManus, Modi, Mott, and Young either knew or recklessly disregarded how the material non-public information of the imminent $1.6 billion from the OWS grant would affect the share price.

104. Accordingly, there is reasonable doubt that at least half the Board can disinterestedly consider a demand to prosecute this action.

CLAIMS FOR RELIEF