XOMA Royalty Corp Commitments Disclosure

11. Commitments and Contingencies

Collaborative Agreements, Royalties, and Milestone Payments

The Company has committed to make potential future milestone payments and legal fees to third parties as part of licensing and development programs. Payments under these agreements become due and payable only upon the

achievement of certain developmental, regulatory and commercial milestones by the Company’s licensees. Because it is uncertain if and when these milestones will be achieved, such contingencies, aggregating up to $12.1 million (assuming one product per contract meets all milestone events), including the $10.0 million BioInvent contingent consideration, have not been recorded on the accompanying consolidated balance sheets. The Company is unable to determine precisely when and if payment obligations under the agreements will become due as these obligations are based on milestone events, the achievement of which is subject to a significant number of risks and uncertainties. None of these milestones were assessed to be probable as of December 31, 2025.

Contingent Consideration

The Company has committed to pay contingent consideration pursuant to its transactions with LAVA, HilleVax, Pulmokine, Kinnate, Kuros, and Daré (see Notes 4 and 6 for additional information).

As of December 31, 2025, the Company recorded $3.6 million for the Exarafenib milestone contingent consideration, which represented the estimated fair value of potential future payments upon the achievement of a certain specified milestone related to exarafenib payable to Kinnate CVR holders upon the closing of the Kinnate acquisition under the Kinnate CVR Agreement. The Exarafenib milestone contingent consideration is measured at fair value at each reporting period, with changes in fair value recorded in other income, net.

During the year ended December 31, 2025, the Company recorded $5.7 million upon the closing of the HilleVax acquisition for the HilleVax Boston Lease contingent consideration which represented the probable amount of potential future payments related to the security deposit and sublease receipts from the Boston Lease, payable to HilleVax CVR holders under the HilleVax CVR Agreement.

During the year ended December 31, 2025, the Company recorded $9.1 million upon the closing of the LAVA acquisition for the additional closing net cash contingent consideration and the tax reserve contingent consideration which represented the probable amount of potential future payments, payable to LAVA CVR holders under the LAVA CVR Agreement.

The liability for future Kuros sales milestones, the Daré milestones, the Pulmokine contingent consideration, the HilleVax contingent consideration for HIL-216 and the LAVA contingent consideration for partnered programs and LAVA-1266 will be recorded when the amounts, by product, are probable and reasonably estimable.

As of December 31, 2025, none of the contingent consideration related to Pulmokine, Kuros, Daré, HilleVax’s HIL-216, or LAVA’s existing partnerships or dispositions were assessed to be probable and as such, no liability was recorded on the consolidated balance sheet.