Nuvalent, Inc. Commitments Disclosure

10. Commitments and Contingencies

Revenue sharing agreements

The Company has a revenue sharing agreement with Deerfield pursuant to which the Company is obligated to pay Deerfield a fixed low single-digit percentage rate of net sales of certain commercial products (the “Deerfield Revenue Sharing Agreement”). The Company is also party to a revenue sharing agreement with its scientific founder pursuant to which the Company was obligated to pay the scientific founder 1.5% of net sales of certain commercial products (the “Scientific Founder Revenue Sharing Agreement” and together with the Deerfield Revenue Sharing Agreement, the “Revenue Sharing Agreements”). In December 2025, the scientific founder assigned the Scientific Founder Revenue Sharing Agreement to Royalty Pharma plc (“Royalty Pharma”) and, as a result, any payments the Company is obligated to make under the Scientific Founder Revenue Sharing Agreement will be made to Royalty Pharma.

Under the Revenue Sharing Agreements, the payment obligation in respect of such products expires on the later of 12 years from the first commercial sale in a country or the expiration of the last-to-expire patent in that country. The Company accounts for the liability with Deerfield at fair value with changes recognized in the consolidated statements of operations and comprehensive loss (see Note 4). The Company accounts for the obligation to Royalty Pharma as a contingent liability and has not accrued any liability as of December 31, 2025 or 2024. The Company has not recorded any net sales and, as a result, has not paid any amounts under the Revenue Sharing Agreements.

Indemnification agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, CROs, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims.