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     This Amendment No. 3 to the Schedule 13D relating to shares of common stock, $0.01 par value (the “Common Stock”), of Novavax, Inc., a Delaware corporation (the “Issuer”), is being filed by King Pharmaceuticals, Inc., a Tennessee corporation (“King”) to report a decrease in its beneficial ownership of the Common Stock of the Issuer and to otherwise amend Items 1, 2, 4, 5, 6 and 7 of the Schedule 13D filed on December 29, 2000, as amended.

     Schedule 13D was filed on December 29, 2000 reflecting the initial acquisition by King of the Issuer’s 4% Convertible Senior Note No. 1 dated December 19, 2000 (the “First Note”).

     Amendment No. 1 to the Schedule 13D was filed on September 19, 2001 reflecting the initial acquisition by King of the Issuer’s 4% Convertible Senior Note No. 2 dated September 7, 2001 (the “Second Note”) and the Issuer’s 4% Convertible Senior Note No. 3 dated September 7, 2001 (the “Third Note”).

     Amendment No. 2 to the Schedule 13D was filed on July 24, 2002 reflecting the initial acquisition by King of the Issuer’s 4% Convertible Senior Note No. 4 dated June 26, 2002 (the “Fourth Note”).

ITEM 1. SECURITY AND ISSUER.

     The title and class of equity securities to which this statement relates is the common stock of the Issuer owned by King. The Issuer’s principal executive offices are located at 8320 Guilford Road, Suite C, Columbia, Maryland 21046.

     The First Note, the Second Note, the Third Note and the Fourth Note were convertible into 2,047,921 shares, 511,980 shares, 372,218 shares and 1,788,561 shares, respectively, of the Common Stock (collectively, the “Conversion Shares”) by King, subject to adjustment under certain circumstances as provided in the Amended and Restated Investor Rights Agreement between the Issuer and King dated as of June 26, 2002 (the “Investor Rights Agreement”).

     Of the shares of Common Stock of the Issuer which King presently owns, 325,321 shares were previously issued to King by the Issuer in lieu of interest on the Convertible Notes.

ITEM 2. IDENTITY AND BACKGROUND.

     King, the entity filing this Amendment No. 3 to the Schedule 13D, is a Tennessee corporation, and its principal business address and principal office address is 501 Fifth Street, Bristol, Tennessee 37620. King is a vertically integrated pharmaceutical company that manufactures, markets and sells primarily branded prescription pharmaceutical products.

     Each executive officer and each director of King is a citizen of the United States, except for Elizabeth M. Greetham who is a British citizen. The name, business address and present principal occupation of each executive officer and director is set forth in Annex A to this Amendment No. 3 to the Schedule 13D and incorporated herein by reference.

     Other than executive officers and directors, there are no persons or corporations controlling or ultimately in control of King.

     King has not, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     The Issuer issued the shares of Common Stock, which are the subject of this filing, to King in consideration for, among other things, King’s agreement to terminate its co-promotion agreement for Estrasorb® and its cancellation of the Notes described in Item 4.

ITEM 4. PURPOSE OF TRANSACTION.

     Pursuant to a Termination Agreement dated July 19, 2004, the Issuer and King mutually agreed to end their co-promotion agreement for Estrasorb®. As part of the transaction and pursuant to an Exchange Agreement dated July 16, 2004 between the Issuer and King, the Issuer issued 3,775,610 shares of Common Stock to King, and repurchased the First Note, the Second Note, the Third Note and the Fourth Note, which had been convertible into 2,047,921 shares, 511,980 shares, 372,218 shares and 1,788,561 shares, respectively, subject to adjustment under certain circumstances as proved in the Investor Rights Agreement.

ITEM 5. INTEREST IN SECURITIES OF ISSUER.

     (a) The calculations in this Item are based upon 39,553,876 shares of Common Stock issued and outstanding as of July 31, 2004 (based on disclosures made by the Issuer in its Form 10-Q for the quarterly period ended June 30, 2004). King is now the beneficial owner of 4,100,931 shares of the Issuer’s Common Stock, comprising 10.36% of the issued and outstanding shares of Common Stock of the Issuer. The foregoing calculation is made pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

     (b) King is the sole owner of the Common Stock and has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of the Common Stock.

     (c) Neither King nor, to King’s knowledge, any of its directors or executive officers has effected any transactions in shares of the Issuer’s Common Stock or in any options or warrants to purchase such Common Stock in the past 60 days.

     (d) King affirms that no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer’s Common Stock beneficially owned by King.

     (e) Not Applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
               OF THE ISSUER.

     Reference is made hereby to Item 4 hereof which is incorporated by reference in this Item 6. In addition, the Issuer has, pursuant to a Registration Rights Agreement, dated as of July 19, 2004, prepared and filed a registration statement related to the shares issued to King pursuant to the Exchange Agreement.

     Except as set forth in this Amendment No. 3 to the Schedule 13D, neither King, nor to King’s knowledge, any of its directors or executive officers have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

ANNEX A

DIRECTORS AND EXECUTIVE OFFICERS
KING PHARMACEUTICALS, INC.

The names, business addresses and present principal occupations of the directors and executive officers of King Pharmaceuticals, Inc. (“King”) are set forth below. If no business address is given, the director’s or executive officer’s business address is 501 Fifth Street, Bristol, Tennessee, 37620. All directors and executive officers listed below are citizens of the United States, except for Elizabeth M. Greetham who is a British citizen.