Exhibit 23.1
Consent of Independent Registered Public
Accounting Firm
We consent to the incorporation by reference in the following
Registration Statements:
| (1) | Registration Statement (Form S-3 No. 333-235761) pertaining to Novavax, Inc. common stock, preferred stock, warrants and units, |
| (2) | Registration Statement (Form S-8 No. 333-233133) pertaining to the Novavax, Inc. stock incentive plan and 2013 employee stock
purchase plan, |
| (3) | Registration Statement (Form S-8 No. 333-226498) pertaining to the Novavax, Inc. stock incentive plan and 2013 employee stock
purchase plan, |
| (4) | Registration Statement (Form S-3 No. 333-222365) pertaining to Novavax, Inc. common stock, preferred stock, warrants and units, |
| (5) | Registration Statement (Form S-8 No. 333-219829) pertaining to the Novavax, Inc. stock incentive plan, |
| (6) | Registration Statement (Form S-8 No. 333-213069) pertaining to the Novavax, Inc. stock incentive plan and 2013 employee stock
purchase plan, |
| (7) | Registration Statement (Form S-8 No. 333-206354) pertaining to the Novavax, Inc. stock incentive plan, |
| (8) | Registration Statement (Form S-8 No. 333-198121) pertaining to the Novavax, Inc. stock incentive plan, |
| (9) | Registration Statement (Form S-8 No. 333-190600) pertaining to the Novavax, Inc. stock incentive plan, |
| (10) | Registration Statement (Form S-8 No. 333-190599) pertaining to the Novavax, Inc. 2013 employee stock purchase plan, |
| (11) | Registration Statement (Form S-8 No. 333-183113) pertaining to the Novavax, Inc. stock incentive plan, |
| (12) | Registration Statement (Form S-8 No. 333-145298) pertaining to the Novavax, Inc. stock incentive plan, |
| (13) | Registration Statement (Form S-8 No. 333-130990) pertaining to the Novavax, Inc. stock incentive plan, |
| (14) | Registration Statement (Form S-8 No. 333-110401) pertaining to the Novavax, Inc. stock incentive plan, |
| (15) | Registration Statement (Form S-8 No. 333-97931) pertaining to the Novavax, Inc. stock incentive plan, |
| (16) | Registration Statement (Form S-8 No. 333-46000) pertaining to the Novavax, Inc. stock incentive plan, |
| (17) | Registration Statement (Form S-8 No. 333-77611) pertaining to the Novavax, Inc. stock incentive plan, |
| (18) | Registration Statement (Form S-8 No. 333-03384) pertaining to the Novavax, Inc. stock incentive plan, |
| (19) | Registration Statement (Form S-8 No. 33-80279) pertaining to the Novavax, Inc. stock incentive plan, and |
| (20) | Registration Statement (Form S-8 No. 33-80277) pertaining to the Novavax, Inc. stock incentive plan |
of our reports dated March 11, 2020, with respect to the consolidated
financial statements of Novavax, Inc., and the effectiveness of internal control over financial reporting of Novavax, Inc., included
in this Annual Report (Form 10-K) of Novavax, Inc. for the year ended December 31, 2019.
/s/ Ernst & Young LLP
Tysons, Virginia
March 11, 2020