XOMA Royalty Corporation Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Acquisitions and Related Arrangements (Tables)

Acquisitions and Related Arrangements (Tables)

12 Months Ended

Dec. 31, 2025

LAVA

Asset Acquisition

Schedule of purchase consideration

The total purchase consideration for LAVA, as of November 17, 2025, was as follows (in thousands):


Closing cash payment⁽¹⁾	$	24,547
Deferred consideration payable⁽²⁾		3,565
CVR consideration adjustment⁽³⁾		9,114
Transaction costs		1,752
Total purchase consideration	$	38,978

(1)The closing cash payment was based on the total of 22,877,463 LAVA ordinary shares, initially tendered at a price of $1.04 per share, and the cash payment of $0.8 million for 1,847,957 shares of LAVA’s in-the-money options.

(2)The deferred consideration payable was based on 3,427,832 LAVA ordinary shares, subsequently tendered or cancelled at a price of $1.04 per share.

(3)The probable amount of the additional closing net cash contingent consideration was estimated at $2.8 million and the probable amount of tax reserve proceeds contingent consideration was estimated at $6.3 million.

The following table shows the allocation of the purchase consideration based on the relative fair value of assets acquired and liabilities assumed by the Company as of November 17, 2025 (in thousands):


Cash and cash equivalents	$	38,786
Trade and other receivables, net		85
Prepaid expenses and other current assets		1,266
Long-term restricted cash		6,333
LAVA-1266 IP		149
LAVA J&J Partnered Program IP		171
LAVA Pfizer Partnered Program IP		763
Accounts payable		(4,123)
Accrued and other current liabilities		(4,452)
Net assets acquired	$	38,978

HilleVax

Asset Acquisition

Schedule of purchase consideration

The total purchase consideration for HilleVax, as of September 17, 2025, was as follows (in thousands):


Closing cash payment⁽¹⁾	$	98,968
CVR consideration adjustment⁽²⁾		5,673
Transaction costs		708
Total purchase consideration	$	105,349

(1)The closing cash payment was based on the total of 50,615,092 shares of HilleVax common stock, tendered at a price of $1.95 per share, and the settlement of 137,592 HilleVax RSUs at a per share price of $1.95.

(2)The probable amount of the Boston Lease contingent consideration was estimated by the security deposit of $1.6 million and the known sublease payments of $4.1 million from the sublease agreement entered into prior to the HilleVax Merger Closing Date.

The following table shows the allocation of the purchase consideration based on the relative fair value of assets acquired and liabilities assumed by the Company as of September 17, 2025 (in thousands):


Cash and cash equivalents	$	102,752
Trade and other receivables, net		275
Prepaid expenses and other current assets		64
Short-term restricted cash		5,244
Long-term restricted cash		38,063
Other assets - long term		26
Accrued and other current liabilities		(663)
Operating lease liabilities		(1,879)
Long-term operating lease liabilities		(20,646)
Net assets acquired	$	123,236
Reconciliation of net assets acquired to total purchase consideration:
Net assets acquired	$	123,236
Less: Gain on the acquisition of HilleVax		(17,887)
Total purchase consideration	$	105,349

Turnstone

Asset Acquisition

Schedule of purchase consideration

The total purchase consideration for Turnstone, as of August 11, 2025, was as follows (in thousands):


Closing cash payment⁽¹⁾	$	7,868
CVR consideration adjustment⁽²⁾		1,110
Transaction costs		596
Total purchase consideration	$	9,574

(1)The closing cash payment was based on the total of 23,140,691 shares of Turnstone common stock, tendered at a price of $0.34 per share, and the settlement of 1,135 Turnstone RSUs at a per share price of $0.34.

(2)The CVR working capital consideration adjustment represents the estimated recovery of tax receivables of $850,000 and the lease security deposit of $260,000.

The following table shows the allocation of the purchase consideration based on the relative fair value of assets acquired and liabilities assumed by the Company as of August 11, 2025 (in thousands):


Cash and cash equivalents	$	10,525
Short-term restricted cash		1,790
Trade and other receivables, net		272
Prepaid expenses and other current assets		1,363
Accounts payable		(2,268)
Accrued and other current liabilities		(285)
Net assets acquired	$	11,397
Reconciliation of net assets acquired to total purchase consideration:
Net assets acquired	$	11,397
Less: Gain on the acquisition of Turnstone		(1,823)
Total purchase consideration	$	9,574

Mural

Asset Acquisition

Schedule of purchase consideration

The total purchase consideration for Mural, as of December 5, 2025, was as follows (in thousands):


Consideration payable⁽¹⁾	$	35,333
Closing cash payment⁽²⁾		901
Transaction costs		1,400
Total purchase consideration	$	37,634

(1)The consideration payable was based on the total of 17,362,740 Mural ordinary shares at a price of $2.035 per share and paid on December 9, 2025.

(2)The closing cash payment was based on the total 442,718 Mural RSUs, tendered at a price of $2.035 per share.

The following table shows the allocation of the purchase consideration based on the relative fair value of assets acquired and liabilities assumed by the Company as of December 5, 2025 (in thousands):


Cash and cash equivalents	$	41,778
Prepaid expenses and other current assets		129
Accrued and other current liabilities		(1,053)
Net assets acquired	$	40,854
Reconciliation of net assets acquired to total purchase consideration:
Net assets acquired		40,854
Less: Gain on the acquisition of Mural		(3,220)
Total purchase consideration	$	37,634