LAVA Therapeutics NV Sample Contracts

LAVA Therapeutics B.V. [•] Common Shares, Nominal Value €0.12 Underwriting Agreement
Underwriting Agreement • March 18th, 2021 • LAVA Therapeutics BV • Pharmaceutical preparations • New York

LAVA Therapeutics B.V., a private company with limited liability organized under the laws of The Netherlands (besloten vennootschap met beperkte aansprakelijkheid) that is expected to convert into a public limited company organized under the laws of The Netherlands (naamloze vennootschap) at or immediately prior to the closing of the public offering of the Common Shares (as defined below) contemplated hereby (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] common shares, nominal value €0.12 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] common shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Common Shares”. The common shares of the Company to be outstanding after giving effect to the sa

e​​​​ LAVA THERAPEUTICS N.V.$50,000,000Common StockEQUITY DISTRIBUTION AGREEMENTDated: April 11, 2022
Equity Distribution Agreement • April 12th, 2022 • LAVA Therapeutics NV • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENT between [name] as the Officer and LAVA Therapeutics N.V. as the Company
Indemnification Agreement • March 18th, 2021 • LAVA Therapeutics BV • Pharmaceutical preparations
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2025 • LAVA Therapeutics NV • Pharmaceutical preparations • Pennsylvania

This Second Amended and Restated Employment Agreement (the “Agreement”) is entered into effective March 27, 2025 (the “Effective Date”), by and between Stephen Hurly (the “Executive”) and LAVA Therapeutics N.V. (the “Company”) and amends, restates, and supersedes in its entirety the Amended and Restated Employment Agreement between the Company and Executive that went into effect in March of 2021 (the “Prior Agreement”).

Contract
License and Assignment Agreement • March 2nd, 2021 • LAVA Therapeutics BV • Pharmaceutical preparations

[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

SHARE PURCHASE AGREEMENT dated as of August 3, 2025 by and between XOMA ROYALTY CORPORATION And LAVA THERAPEUTICS N.V.
Share Purchase Agreement • August 4th, 2025 • LAVA Therapeutics NV • Pharmaceutical preparations • Delaware

This SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of August 3, 2025, by and between XOMA Royalty Corporation, a Nevada corporation (“Buyer”), and LAVA Therapeutics N.V., a Dutch public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands, having its corporate seat (statutaire zetel) in Utrecht, The Netherlands, registered with the Dutch trade register under number 65335740 (the “Company”).

DEED OF ISSUE LAVA THERAPEUTICS N.V.
Deed of Issue • January 25th, 2021 • LAVA Therapeutics BV • Pharmaceutical preparations

LAVA Therapeutics N.V., a public company with limited liability, having its corporate seat in Utrecht (address: Yalelaan 60, 3584 CM Utrecht, trade register number: 65335740) (the “Company”).

EXECUTION COPY AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BETWEEN DATED 15 SEPTEMBER 2020
Shareholders Agreement • March 18th, 2021 • LAVA Therapeutics BV • Pharmaceutical preparations

All parties to this Agreement are together referred to as the Parties and each individually also as a Party. The parties mentioned under (1) through (13) are hereinafter collectively referred to as the Shareholders.

RE: Share Purchase Agreement – Resolution of Dispute Notice / Amendment to Purchase Agreement
Share Purchase Agreement • October 17th, 2025 • LAVA Therapeutics NV • Pharmaceutical preparations • Delaware

Reference is made to that certain Share Purchase Agreement (the “Purchase Agreement”), dated as of August 3, 2025, by and between XOMA Royalty Corporation, a Nevada corporation (“Buyer”), and LAVA Therapeutics N.V., a Dutch public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands, having its corporate seat (statutaire zetel) in Utrecht, The Netherlands, registered with the Dutch trade register under number 65335740 (the “Company”). Capitalized terms used but not defined in this letter shall have the meanings given to such terms in the Purchase Agreement.

RESEARCH COLLABORATION AND LICENCE AGREEMENT
Research Collaboration and License Agreement • March 2nd, 2021 • LAVA Therapeutics BV • Pharmaceutical preparations

THIS RESEARCH COLLABORATION AND LICENCE AGREEMENT (the “Agreement”) dated as of May 13, 2020 (“Effective Date”) is entered into between Lava Therapeutics B.V., a limited liability company incorporated under the laws of the Netherlands, with offices at Yalelaan 60, 3584CM, Utrecht, The Netherlands (“LAVA”), and JANSSEN Biotech, Inc., a Pennsylvania corporation, with offices at 800 Ridgeview Drive, Horsham, PA 19044, USA. (“JANSSEN”).

Contract
Exclusive License Agreement • September 30th, 2022 • LAVA Therapeutics NV • Pharmaceutical preparations • New York

CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND IS INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2025 • LAVA Therapeutics NV • Pharmaceutical preparations • Pennsylvania

This Employment Agreement (the “Agreement”) is entered into effective November 1, 2022 (the “Effective Date”), by and between Fred Powell (the “Executive”) and LAVA Therapeutics, Inc. (the “Company”).

CLINICAL SUPPLY AGREEMENT by and between
Clinical Supply Agreement • April 11th, 2023 • LAVA Therapeutics NV • Pharmaceutical preparations • New York

This Clinical Supply Agreement (this “Agreement”) is entered into as of January 27, 2023 (the “Effective Date”), by and between Seagen Inc., a Delaware corporation, having a place of business at 21823 30th Drive S.E., Bothell, WA 98021, United States (“Seagen”), and Lava Therapeutics N.V., a Netherlands public limited company (naamloze vennootschap) having an address at Yalelaan 60, 3584 CM Utrecht, the Netherlands (“Lava”). Seagen and Lava are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”