UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO RULE 13a-16 OR 15d-16 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of October 2024

Commission File Number: 001-39374 

Inventiva S.A. 

(Translation of registrant’s name into English)

50 rue de Dijon 

21121 Daix France 

+33 3 80 44 75 00

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

x Form 20-F ¨ Form 40-F

Entry into Subscription Agreements and CTTQ Amendment

On October 11, 2024, Inventiva S.A. (the “Company”) entered into subscription agreements (collectively, the “T1 Subscription Agreement”) with certain investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors ordinary shares of the Company, nominal value €0.01 per share (“ordinary shares”), or in lieu thereof, pre-funded warrants to purchase ordinary shares (the “pre-funded warrants”) as part of a multi-tranche private placement (the “Transaction”). The Transaction consists of the following:

The Subscription Agreements contain representations and warranties and agreements of the Company and the Investors. The Company expects to issue the T1 Securities on October 17, 2024, subject to customary closing conditions.

Aggregate gross proceeds from the issuance of the T1 Securities will be €94.1 million (or net proceeds of €86.6 million). The Company intends to use the proceeds from the issuance of the T1 Securities, together with available cash, as follows: approximately 85% for the clinical program evaluating lanifibranor for the treatment of MASH (“NATiV3”) and, in the event of positive NATiV3 results, for the submission of a new drug application, and the remainder, approximately 15%, for general corporate purposes. Subject to satisfaction of the applicable conditions precedent, aggregate proceeds from the remaining tranches of the Transaction are expected to be (i) €21.4 million from the issuance of the T1bis Securities; (ii) €116 million from the issuance of the ABSAs ; and (iii) €116 million from the issuance of the ordinary shares underlying the T3 BSAs upon the exercise of the T3 BSAs, assuming all T3 BSAs are exercised. Subject to satisfaction of the applicable conditions precedent, the Company plans to use the proceeds from the issuance of the T1bis Securities and ABSAs to fund the continuation of the NATiV3 trial, as well as to initiate a Phase 3 trial in compensated cirrhosis, until the announcement of NATiV3 topline results scheduled for the second half of 2026. Subject to satisfaction of the applicable conditions precedent and exercise of all T3 BSAs, the Company plans to use the proceeds from the issuance of ordinary shares underlying the T3 BSAs to fund the Company’s pre-commercialization activities, including applications for regulatory approval for lanifibranor, if necessary. However, the conditions precedents for the issuance of the T1bis Securities and ABSAs, as applicable, may not be met, the triggering event for exercisability of the T3 BSAs may not occur, and/or the Investors may opt not to exercise any or all of the T3 BSAs, in which case the gross proceeds received by the Company from the Transaction will be lower than expected.

Pursuant to the T1 Subscription Agreement and subject to shareholder approval at the General Meeting, the Company has appointed Mark Pruzanski, M.D. and Srinivas Akkaraju, M.D., Ph.D., as members of the Board. Subject to his appointment as a member of the Board, the Board has also appointed Dr. Pruzanski as Chairman of the Board. The Company has further agreed to nominate up to four additional persons for approval as members of the Board at the General Meeting or at a later general meeting of shareholders, upon the proposal of certain of the Investors. Such additional members of the Board would replace existing members of the Board (other than Frédéric Cren, Dr. Pruzanski and Dr. Akkaraju).

Concurrent with the execution of the T1 Subscription Agreement, the Company also entered into an amendment (the “CTTQ Amendment”) to its exclusive license and collaboration agreement (as so amended, the “CTTQ License Agreement”) with Chia Tai Tianqing Pharmaceutical Group, Co., LTD (“CTTQ”). Pursuant to the CTTQ Amendment, in the event the Company, prior to December 31, 2024, receives commitments from investors to subscribe for equity in the Company, in one or two tranches, of a total amount of at least €180 million (an “Equity Raise”), CTTQ has agreed to pay the Company up to $30 million upon the achievement of certain fundraising and clinical milestones, including (i) $10 million upon completion of the first tranche of the Equity Raise of $90 million, (ii) $10 million upon completion of the second tranche of the Equity Raise of $90 million and (iii) $10 million upon the publication by the Company of positive topline data announcing that any key primary endpoint or key secondary endpoint of the Phase 3 global trial, with any dosage regimen tested in the trial, has been met. Under the terms of the CTTQ Amendment, the total amount of milestone payments payable under the CTTQ License Agreement remains unchanged, while the percentage of royalties that the Company is eligible to receive based on incremental annual net sales of licensed product has been reduced to the low single digits.

The T1 Securities, T1bis Securities, ABSAs and the ordinary shares issuable upon the exercise of the pre-funded warrants and T3 BSAs have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act.

The foregoing descriptions of the Subscription Agreements, the terms and conditions of the securities to be issued thereunder and the CTTQ Amendment are qualified in their entirety by reference to the form of T1 Subscription Agreement, the form of T2 Subscription Agreement and the CTTQ Amendment, copies of which are filed as Exhibits 99.1, 99.2 and 99.3 to this Report of Foreign Private Issuer on Form 6-K, respectively, and are incorporated by reference herein.

On October 14, 2024, the Company issued a press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

Forward-Looking Statements

This Report of Foreign Private Issuer on Form 6-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Form 6-K are forward-looking statements. These statements include, but are not limited to, the timing and completion of the Transaction; the anticipated proceeds from the Transaction and the Company’s expected use of such proceeds; the satisfaction, in part or full of the conditions precedent to the issuance of the T1bis Securities and the ABSAs; the occurrence of the triggering event for the exercise of the T3 BSAs; the exercise of the Investors of the ordinary shares underlying the pre-funded warrants or T3 BSAs in full or in part; the Company’s expectations regarding its collaboration agreement with CTTQ, including the achievement of specified milestones thereunder; and the Company’s expectations with respect to its clinical trials, including NATiV3. Certain of these statements, forecasts and estimates can be recognized by the use of words such as, without limitation, “believes”, “anticipates”, “expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will”, “would”, “could”, “might”, “should”, and “continue” and similar expressions. Such statements are not historical facts but rather are statements of future expectations and other forward-looking statements that are based on management’s beliefs. These statements reflect such views and assumptions prevailing as of the date of the statements and involve known and unknown risks and uncertainties that could cause future results, performance or future events to differ materially from those expressed or implied in such statements. Actual events are difficult to predict and may depend upon factors that are beyond the Company’s control. There can be no guarantees with respect to pipeline product candidates that the clinical trial results will be available on their anticipated timeline, that future clinical trials will be initiated as anticipated, that product candidates will receive the necessary regulatory approvals, or that any of the anticipated milestones by the Company or its partners will be reached on their expected timeline, or at all. Actual results may turn out to be materially different from the anticipated future results, performance or achievements expressed or implied by such statements, forecasts and estimates, due to a number of factors, including that the Company cannot provide assurance on the impacts of the previously-announced Suspected Unexpected Serious Adverse Reaction (SUSAR) on enrollment or the ultimate impact on the results or timing of the NATiV3 trial or regulatory matters with respect thereto, that the Company is a clinical-stage company with no approved products and no historical product revenues, the Company has incurred significant losses since inception, the Company has a limited operating history and has never generated any revenue from product sales, the Company requires additional capital to finance its operations, in the absence of which, the Company may be required to significantly curtail, delay or discontinue one or more of its research or development programs or be unable to expand its operations or otherwise capitalize on its business opportunities and may be unable to continue as a going concern, the Company’s ability to obtain financing and to enter into potential transactions, the Company’s future success is dependent on the successful clinical development, regulatory approval and subsequent commercialization of current and any future product candidates, preclinical studies or earlier clinical trials are not necessarily predictive of future results and the results of the Company’s clinical trials may not support the Company’s product candidate claims, the Company’s expectations with respect to its clinical trials may prove to be wrong and regulatory authorities may require holds and/or amendments to the Company’s clinical trials, the Company’s expectations with respect to the clinical development plan for lanifibranor for the treatment of MASH/NASH may not be realized and may not support the approval of a New Drug Application, the Company may encounter substantial delays beyond its expectations in its clinical trials or the Company may fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities, the ability of the Company to recruit and retain patients in clinical studies, enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside the Company’s control, the Company’s product candidates may cause adverse drug reactions or have other properties that could delay or prevent their regulatory approval, or limit their commercial potential, the Company faces substantial competition and the Company’s business, and preclinical studies and clinical development programs and timelines, its financial condition and results of operations could be materially and adversely affected by geopolitical events, such as the conflict between Russia and Ukraine, related sanctions and related impacts and potential impacts on the initiation, enrollment and completion of the Company’s clinical trials on anticipated timelines and the state of war between Israel and Hamas and the related risk of a larger conflict, health epidemics, and macroeconomic conditions, including global inflation, rising interest rates, uncertain financial markets and disruptions in banking systems. Given these risks and uncertainties, no representations are made as to the accuracy or fairness of such forward-looking statements, forecasts and estimates. Furthermore, forward-looking statements, forecasts and estimates only speak as of the date of this report on Form 6-K. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Please refer to the Universal Registration Document for the year ended December 31, 2023 filed with the Autorité des Marchés Financiers on April 3, 2024, and the Annual Report on Form 20-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on April 3, 2024 for other risks and uncertainties affecting the Company, including those described from time to time under the caption “Risk Factors”. Other risks and uncertainties of which the Company is not currently aware may also affect its forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated.

All information in this report on Form 6-K is as of the date of the report. Except as required by law, the Company has no intention and is under no obligation to update or review the forward-looking statements referred to above. Consequently, the Company accepts no liability for any consequences arising from the use of any of the above statements.

EXHIBIT INDEX

* Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

Subscription Agreement for T1 [Shares] [Pre-Funded Warrants]

INVENTIVA S.A.

50, rue de Dijon

21121 Daix

France

Inventiva S.A., a société anonyme organized under the laws of the French Republic, with a share capital of €524,771.88, consisting of 52,477,188 ordinary shares of €0.01 nominal value each (the “Ordinary Shares” and each, an “Ordinary Share”), and registered with the Commerce and Companies Registry of Dijon under the number 537 530 255 (the “Company”), is contemplating a transaction (the “Transaction”) that consists of:

Each ABSA (or PFW-BSA) will consist of (i) a number of new Ordinary Shares (or a number of pre-funded warrants to purchase Ordinary Shares, if applicable) (each, a “T2 Share”) to be determined by the Board of Directors, and (attached thereto) (ii) a number of warrants (to purchase a number of new Ordinary Shares of the Company) equal to the number of T2 Shares and pre-funded warrants to purchase Ordinary Shares, which may be exercised at an exercise price of €1.5 (which corresponds to the volume-weighted average price of the five trading sessions preceding the pricing of the T1 Shares) (each, a “T3 Warrant”), for a maximum aggregate subscription price of €116,000,000, if the conditions provided in Annex II are met (certain of these conditions, the “Tranche 3 Event”).

The terms and conditions of the ABSAs and the PFW-BSAs are provided in the subscription agreement for the ABSAs and the PFW-BSAs in the form as attached as Annex II hereto.

Such issuance of ABSAs (and PFW-BSAs) is also subject to the approval of the Board of Directors and the Company’s General Meeting on the Resolutions.

For the avoidance of doubt, this Agreement only relates to the subscription of T1 [Shares] [Pre-Funded Warrants]. The Subscriber (as defined below) shall enter into a subscription agreement which terms will be substantially similar to this Subscription Agreement for the subscription of T1 bis Shares [and the T1 bis Pre-Funded Warrants] as more detailed in article 3 below. The Subscriber shall also enter into a subscription agreement for the subscription of ABSAs (and, the PFW-BSAs) in the form as attached as Annex II hereto, as specified in article 5 below and subject to the conditions herein or therein.

The undersigned, [·] (the “Subscriber”) hereby confirms its agreement with the Company as follows:

Subject to the above, the Subscriber agrees to enter into a subscription agreement for the T1 bis [Shares] [Pre-Funded Warrants] in a form substantially similar to this Subscription Agreement to be agreed in good faith by the Company and the Subscribers, no later than three Business Days prior to the T1 bis Closing Date; provided that (i) such subscription agreement will relate to the T1 bis Shares and the T1 bis Pre-Funded Warrants only, (ii) the French listing prospectus will be included as a condition precedent only to the extent required under applicable laws, (iii) the Company’s and the Subscriber’s obligation to issue and subscribe for, the T1 bis Shares and the T1 bis Pre-Funded Warrants will be subject to the following condition precedent: no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the subscription or issue of the T1 bis Shares or the T1 bis Pre-Funded Warrants and (iv) for the sake of clarity, the conditions precedent provided to the benefit of the Subscriber in the terms and conditions of the subscription agreement regarding the T1 bis Shares and the T1 bis Pre-Funded Warrants will include the condition provided in Section 3.2(b)(i) (absence of material adverse change) of the Terms and Conditions of the Subscription Agreement except that such absence will be assessed during the period of time from the date hereof to the T1 bis Closing Date (and not only from the date of execution of such subscription agreement to the T1 bis Closing Date).

Subject to the above, the Subscriber agrees to enter into the subscription agreement for the ABSAs or, if applicable, the PFW-BSAs, in the form attached as Annex II hereto no later than three Business Days prior to the Second Closing Date.

Number of T1 [Shares] [Pre-Funded Warrants] (please hand-write the following below: “good for commitment to subscribe for ([·]) ([·]) T1 [Shares] [Pre-Funded Warrants].”)¹:

T1 [Pre-Funded] Subscription Price per T1 [Shares] [Pre-Funded Warrants] (including premium): €1.34

Aggregate Subscription Price (including premium) to be paid by the Subscriber (the “Subscriber Aggregated Subscription Price”): €[·]

The Subscriber Aggregated Subscription Price will be paid in euros to the Company’s account opened in the books of Société Générale Securities Services (copied below) as set forth in Section 3.2 of Annex [I] [I-A].

[*]

Annexes and Exhibits:

¹            French law requirement: The Investor shall include a handwritten note after signature block “valuable for number of T1 [Shares] [Pre-Funded Warrants] subscribed in letters) (number of T1 [Shares] [Pre-Funded Warrants] subscribed in numbers) T1 [Shares] [Pre-Funded Warrants).”

We acknowledge that we received a copy of this Agreement, including the Annexes and Exhibits hereto.

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

Dated as of: ____________

Please insert the following in case of execution of the Agreement by a management company on behalf of investment funds

Name(s) of the investment funds represented by the Subscriber and number of T1 [Shares] [Pre-Funded Warrants] subscribed by each of them:

[·] for [·] T1 [Shares] [Pre-Funded Warrants]

[SUBSCRIPTION AGREEMENT SIGNATURE PAGE]

ANNEX [I] [I-A]

TERMS AND CONDITIONS FOR THE SUBSCRIPTION OF T1 [SHARES] [PRE-FUNDED WARRANTS]

Subject to these terms and conditions (the “Terms and Conditions”), the Company has duly authorized the issuance of the T1 [Shares] [Pre-Funded Warrants].

The time and date of closing shall be no later than 6:00pm (CEST), on the date that is three (3) Business Days following the date of this Agreement, or such later date as agreed by the Company and the Subscriber (the “Closing Date”). For purposes of this Agreement, the term “Business Day” shall mean a weekday on which banks are open for general banking business in the United States and France.

The Company has designated Société Générale Securities Services as “banque centralisatrice” (the “Centralizing Bank”) to receive the subscriptions and payment of the Subscriber Aggregated Subscription Price and the T1 Subscription Price for the T1 Shares and the T1 Pre-Funded Subscription Price for the T1 Pre-Funded Warrants being subscribed by the Other Subscribers in accordance with Section 3.3 below.

At the Closing Date, the Company’s obligation to issue the T1 [Shares] [Pre-Funded Warrants] to the Subscriber will be subject to (i) the receipt by the Centralizing Bank of the documentation necessary for the "know your customer" process, if necessary, (ii) the receipt, in a dedicated account opened at the Centralizing Bank, the details of which are set forth in the signature page of this Agreement, of the aggregate amount equal to the Subscriber Aggregated Subscription Price, and of the T1 Subscription Price for the T1 Shares and the T1 Pre-Funded Subscription Exercise for the T1 Pre-Funded Warrants from the Other Subscribers in an aggregate amount equal to €94,145,988.99 and (iii) the representations and warranties of the Subscriber contained in Section 6.1 being true and correct in all material respects as of the Closing Date.

At the Closing Date, the Subscriber’s obligation to subscribe for the T1 [Shares] [Pre-Funded Warrants] will be subject to (i) no material adverse change (defined as any event, violation, or circumstance, individually or in the aggregate, that had or could reasonably have a material adverse effect on any steps of the clinical development of lanifibranor, or the manufacture of the new drug for its commercial launch, or with respect to the Company’ ability to successfully achieve the NATiV3 trial or to obtain from the Food and Drug Administration (FDA) the required authorizations) between the date of this Agreement and the Closing Date, (ii) the receipt of a certified copy of the decisions of the Board of Directors dated October 11, 2024 authorizing the issuance of the T1 Shares and the T1 Pre-Funded Warrants and the entry into this Agreement between the Company and the Subscriber, (iii) the approval by the French Financial Markets Authority (Autorité des Marchés Financiers) (the “AMF”) of the French Listing Prospectus (as such term is defined below) prior to the Closing Date, (iv) the accuracy of the representations and warranties made by the Company in Section 5 below as of the date hereof and as of the Closing Date and (v) the fulfillment of the undertakings of the Company to be fulfilled on or prior to the Closing Date.

These conditions are to the benefit of the Subscribers which may decide to waive one or more of them (or in the case of condition (i) above, confirm, based on a certificate provided by the Company, that no material adverse change has occurred) with the consent of the Subscribers representing 60% of the aggregate of all T1 Shares and T1 Pre-Funded Warrants to be subscribed (the “Waiver”). The Waiver shall be notified by such Subscribers to the Company at the latest one Business Day prior to the Closing Date. Upon receipt, the Company shall notify all Subscribers of the Waiver in accordance with Section 8.

In the event that the Company has not received an aggregate amount equal to €94,145,988.99 at the Closing Date, representing (i) the Subscriber Aggregated Subscription Price and (ii) the T1 Subscription Price for the T1 Shares and the T1 Pre-Funded Subscription Exercise Price for the T1 Pre-Funded Warrants, from the Other Subscribers, the Subscriber Aggregated Subscription Price shall be returned to the Subscriber within four (4) Business Days following the Closing Date and the Subscriber will have the right to terminate the Agreement, unless otherwise agreed by the Subscribers representing 60% of the aggregate of all T1 Shares and T1 Pre-Funded Warrants to be subscribed (excluding the T1 Shares and T1 Pre-Funded Warrants for which the T1 Subscription Price or T1 Pre-Funded Subscription Price has not been received in accordance with this paragraph) (the “Majority Decision”). The Majority Decision shall be notified by such Subscribers to the Company at the latest on the Closing Date. Upon receipt, the Company shall notify all Subscribers of the Majority Decision in accordance with Section 8.

No later than 11:00 pm (CEST) two (2) Business Days before the Closing Date, the Subscriber shall wire transfer the Subscriber Aggregated Subscription Price to the account opened in the books of the Centralizing Bank and shall notify (email being sufficient) the Company and the Centralizing Bank of the account from which the Subscriber Aggregated Subscription Price will be wired to the account of the Centralizing Bank.

The account of the Company to which the Subscriber Aggregated Subscription Price shall be wired is set forth in the signature page of this Agreement. By executing this Agreement, the Subscriber irrevocably instructs the Centralizing Bank to accept delivery of, the subscription monies from its settlement account to the bank account opened at the Centralizing Bank in its book in the name of the Company upon notice from the Company to the Centralizing Bank, with a copy to the Subscriber, that (i) the conditions to the closing of the transaction have been satisfied or waived and (ii) that the entire aggregate subscription price for all the Other Subscribers have been received by the Centralizing Bank.

On the Closing Date, the Company shall register, or cause to be registered by the Centralizing Bank, under the name of the Subscriber on pure registered form (au nominatif pur) the number of T1 [Shares] [Pre-Funded Warrants] subscribed by the Subscriber. The Centralizing Bank will deliver the subscription monies to the Company.

On the Closing Date, subject to confirmation of the receipt of the aggregate subscription amounts for the T1 Shares and T1 Pre-Funded Warrants, as applicable, and the issuance of the depositary certificate (certificat du dépositaire) required by Article L. 225-146 of the French Commercial Code by the Centralizing Bank with respect to the T1 Shares, and simultaneously therewith, all of the T1 Shares and T1 Pre-Funded Warrants will be created and registered.

At the latest one (1) Business Day after the Closing Date, a notice confirming the registration of the T1 Pre-Funded Warrants in the book of the Company held by Société Générale Securities Services shall be delivered to the Subscriber.

The Company, for the purpose of listing the T1 Shares and the T1 Warrant Shares issuable upon exercise of the T1 Pre-Funded Warrants on the regulated market of Euronext Paris (“Euronext”), has prepared and filed with the AMF, in accordance with French legal and regulatory requirements, including the general regulations and instructions of the AMF, a French-language listing prospectus consisting of (a) the universal registration document (Document d'Enregistrement Universel) filed with the AMF under number D.24-0227 on April 3, 2024, without prior authorization of the AMF (the “Universal Registration Document”), as amended by the amendment to the Universal Registration document to be filed with the AMF on October 14, 2024, (the “Amendment”), (b) a securities note (Note d’Opération) (the “Note d’Opération”) and (c) a summary of such listing prospectus (included in the Note d’Opération), including the documents incorporated by reference therein (collectively, the “French Listing Prospectus”), which is expected to receive the approval by the AMF on October 14, 2024 (and the Company shall use its best efforts to obtain such approval no later than on such date). As of the Closing Date, all references to the “Universal Registration Document” shall be deemed to include the Amendment and the French Listing Prospectus, as approved by the AMF. T1 bis Shares, T2 Shares and T3 Warrants Shares will be subject to another prospectus subject to the approval of the AMF at the time of the T1 bis and ABSAs offerings, as applicable, to the extent required.

The Company shall provide to the Subscriber a copy of the notice issued by Euronext relating to the listing of the T1 Shares and T1 bis Warrant Shares on the regulated market of Euronext in Paris upon receipt of such notice.

In this Agreement, "Material Adverse Effect" means any event, violation, or circumstance, individually or in the aggregate that had or could reasonably be expected to have a material adverse effect on the Company’s equity, business, assets, operations, properties, liabilities or conditions (financial or otherwise), individually or in the aggregate, whether or not arising from transactions in the ordinary course of business, or on the Company’s ability to consummate the Transaction.

No liquidator, receiver, administrator, administrative receiver, provisional administrator, compulsory manager or other similar officer, mandataire ad hoc, in respect of the Company, any of its Affiliates or any of its or their assets has been appointed.

In this Agreement, "Affiliate" means, with respect to the Company, any other person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with such person, in each case from time to time. Control shall be construed by reference to the definition set out in Article L. 233-1 of the French Commercial Code. As of the date hereof, the sole Affiliate of the Company is Inventiva Inc., whose registered office is at 10-34 44^th Drive, Long Island City, New York, United States of America 11101.

Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Subscriber herein will survive the execution of this Agreement, the transfer to the Subscriber of the T1 [Shares] [Pre-Funded Warrants] being subscribed and the payment therefor.

All notices, requests, consents and other communications required or permitted hereby shall be in writing, will be sent by email, or mailed, and will be deemed given if delivered by email, upon electronic confirmation of receipt and addressed to the relevant recipient in the manner provided below, and shall be deemed to have been duly and sufficiently given only if (a) delivered either personally by hand, or by an international courier service, and, in each case, (b) confirmed by email to the relevant recipient. Notices shall be deemed effective if given on a Business Day, in the manners prescribed in the immediately preceding sentence, by 13:30 (CEST) in the place of receipt or on the following Business Day if completed after 13:30 (CEST).

All notices will be delivered as addressed as follows:

Inventiva S.A.

50, rue de Dijon

21121 Daix

France

Attention : Frédéric Cren

Phone :

Email :

[·]

This Agreement may not be modified or amended except by written agreement signed by the Company and the Subscriber, and if any modification or amendment to the provisions listed in Section 12 disproportionately and adversely impacts a Placement Agent, the written consent of such disproportionately impacted Placement Agent shall be required.

In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person; provided, however, that each of the Placement Agents will be entitled to rely, as an express third-party beneficiary, on the representations and warranties of the Company and the Subscriber set forth in Section 5.1 and Section 6.1 hereof and Sections 7, 9, 10, 11 and 13 hereof.

This Agreement will be governed by, and construed in accordance with, the laws of France. Any dispute or suit relating to the interpretation, validity and performance of this Agreement, or arising out of or as a consequence hereof, shall be subject to the exclusive jurisdiction of the Tribunal de commerce of Paris.

Each party to this Agreement acknowledges that Cooley LLP, U.S. counsel for the Company, has in the past performed and may continue to perform legal services for the Subscriber and/or Other Subscribers in matters unrelated to the transactions described in this Agreement. Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; and (b) gives its informed consent to Cooley LLP’s representation of the Subscriber and/or Other Subscribers in such unrelated matters and to Cooley LLP’s representation of the Company in connection with this Agreement and the transactions contemplated hereby.

[Annex I-B

Terms and Conditions of the Pre-Funded Warrants]

TheSE terms and conditions of the PRE-FUNDED Warrants do not constitute a certificate representing the PRE-FUNDED warrants.

TERMS AND CONDITIONS OF THE PRE-FUNDED WARRANTS

Inventiva S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Dijon under number 537 530 255, with a registered capital of Euros 524,771.88 and having its registered office at 50, rue de Dijon, 21121 Daix, France (the “Company”), hereby issues by decisions of the Board of Directors acting pursuant to the power delegated to it by the Company’s shareholders at the general meeting held on June 20, 2024, in its 25^th resolution, to the Investors named in the minutes of the decision of the Board of Directors deciding on October 11, 2024 the terms of the EUR 94,145,988.99 million offering of ordinary shares and pre-funded warrants and in accordance with the terms thereof, on the Issue Date, an aggregate of 35,399,481 bons de souscription d’actions (the “Warrants”) to subscribe an aggregate of 35,399,481 Shares (the “Warrant Shares”) at the Exercise Price (as defined herein) per Warrant Share, on the terms and conditions herein (the “Terms and Conditions” or the “Conditions”). The Warrants shall not be admitted to trading on any stock exchange or trading market. The Warrants shall be admitted to the operations of Euroclear France SA. Each one (1) Warrant is exercisable for one (1) ordinary share of the Company (action ordinaire) (each, a “Share”) (the “Exercise Ratio”) for a price per share equal to the Exercise Price (as defined herein).

For the purposes of these Conditions, unless the context otherwise requires, the following words shall have the meaning set out opposite them:

Condition headings are included for the convenience of the parties only and do not affect the interpretation of the Warrants.

Subject to the conditions and limitations specifically provided herein, the Warrants may be exercised by their Holder, in whole or in part, in or more instances, for cash, at any time and from time to time on any Business Day during the period commencing on or after the opening of business on the Issue Date and ending at 5.00 p.m., Paris time on the Expiration Date (as may be extended pursuant to Condition ‎8, the “Exercise Period”), and any Warrant which has not been exercised by that time shall become null and void and the rights of the Holder to exercise such Warrant shall lapse.

The aggregate price of the Warrants, except for a nominal exercise price of 0.01 Euro per Warrant Share, was pre-funded to the Company on or prior to the Issue Date and, consequently, no additional consideration (other than the Exercise Price) shall be required to be paid by the Holder to any Person to effect any exercise of the Warrants. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per Warrant Share shall be 0.01 Euro (the "Exercise Price"), subject to any adjustment to the Exercise Ratio as provided in Condition 5 (or, as the case may be, Condition 9).

In order to exercise the Warrants, the Holder shall (i) send to the Registrar, by facsimile transmission (at [●]) or by their secured platform SecureHub, at any time prior to 5.00 p.m., Paris time, on any Business Day during the Exercise Period, a notice, with a copy to the Company, to the attention of Frederic Cren ([●]) and Jean Volatier ([●]), in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the Warrants, which Exercise Notice shall specify the number of Warrants to be exercised and the number of Warrant Shares to be subscribed for, and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the Exercise Price multiplied by the number of Exercised Shares in respect of which the Warrants are being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in Euros as set forth in Condition 2(e) below. For the avoidance of doubt the Holder may exercise all or parts of its Warrants in one or several times within the Exercise Period, it being specified that each Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice.

Upon receipt by the Registrar of an Exercise Notice and the corresponding Aggregate Exercise Price in accordance with Condition 2(c), the Registrar shall as soon as practicable, but in no event later than 5:00 p.m. Paris time, on the second Business Day immediately following the Exercise Date, send, facsimile transmission or by email, with a copy to the Company, a confirmation of receipt of such Aggregate Exercise Price and Exercise Notice in the form of the notice at Appendix B to the Holder.

In the event of any exercise of the rights represented by the Warrants in accordance with Condition 2(c), the Company shall allot and issue to the Holder the Warrant Shares to which the Holder thereby becomes entitled on or with effect from the Exercise Date. In such event the Company shall cause the Registrar to, on or before the third Business Day (the “Exercised Shares Delivery Date”) following the Exercise Date, credit such aggregate number of Warrant Shares to which the Holder shall be entitled to and as notified in the Exercise Notice (i) to the Holder’s securities account opened in the name of the Holder with the Registrar, or (ii) to the Holder’s securities account opened in the name of the Holder with any other financial intermediary and indicated in the Exercise Notice. Notwithstanding the foregoing, with respect to any Exercise Notice delivered on or prior to 4:00 p.m. (New York City time) two Business Days prior to the Issue Date, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Issue Date and the Issue Date shall be the Exercised Shares Delivery Date for purposes hereunder, provided that, if applicable, payment of the Aggregate Exercise Price is received by such Exercised Shares Delivery Date.

The Company’s obligation to issue Warrant Shares upon exercise of the Warrants shall not be subject to (i) any set-off or defense or (ii) any claims relating to the ownership of the Warrants against any holder of Warrants however arising.

The Holder shall not have the right to exercise any portion of the Warrants, pursuant to Condition 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together with its Attribution Parties), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of Shares beneficially owned by the Holder and its Attribution Parties shall include the number of Shares held by the Holder and its Attribution Parties plus the number of Warrant Shares issued upon exercise of the Warrants with respect to which such determination is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of its Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein that are beneficially owned by the Holder or any of its Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Condition 2(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder or, with respect to the French FDI Regime, in accordance therewith, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act or the French FDI Regime and the Holder is solely responsible for any schedules required to be filed in accordance therewith.   To the extent that the limitation contained in this Condition 2(f) applies, the determination of whether the Warrants are exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of the Warrants is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether the Warrants are exercisable (in relation to other securities owned by the Holder together with any Attribution Parties) and of which portion of the Warrants is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrants that are not in compliance with the Beneficial Ownership Limitation.   In addition, a determination as to any group status as contemplated above shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrants that are not in compliance with the Beneficial Ownership Limitation.  For purposes of this Condition 2(f), in determining the number of outstanding Shares the Holder may acquire upon exercise of the Warrants without exceeding the Beneficial Ownership Limitation, the Holder may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Interim Report on Form 6-K or other public filing with the Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company setting forth the number of Shares outstanding.  Upon the written request of the Holder, the Company shall within two (2) Business Days confirm in writing or by electronic mail to the Holder the number of Shares then outstanding.  In any case, the number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder or its Attribution Parties since the date as of which such number of outstanding Shares was reported.  The “Beneficial Ownership Limitation” shall be 4.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of the Warrants.  The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Condition 2(f), provided that (a) to the extent required by the French FDI Regime, in the cases of Beneficial Ownership Limitation increased above 9.99% of the voting rights of the Company (the “Crossing Event”), the Holder has obtained from the French Ministry of Economy through an authorization request or prior notification, in accordance with the French FDI Regime, either (i) a written response from the French Ministry of Economy confirming that the exercise of the Warrants and, therefore, the acquisition of Warrant Shares that would cause the Crossing Event is not subject to the prior authorization procedure or (ii) the authorization (express or tacit) to proceed with the Crossing Event and (b) the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares upon exercise of the Warrants held by the Holder and the provisions of this Condition 2(f) shall continue to apply (provided that, with respect to the French FDI Regime, the applicable percentage will be 24.99% of the voting rights of the Company).  Any increase in the Beneficial Ownership Limitation will not be effective until the sixty first (61^st) day after such notice is delivered to the Company.  Notwithstanding the foregoing, at any time as from the date of announcement of any cash tender offer, exchange offer or any combination thereof (including any offre publique d’achat, offre publique d’échange, offre alternative, offre mixte) regarding the Company or in case of a reduction of capital non motivated by losses, any Holder may increase, waive or amend the Beneficial Ownership Limitation effective two (2) Business Days upon written notice to the Company. Any decrease in the Beneficial Ownership Limitation will not be effective until two (2) Business Days after such notice is delivered to the Company.  The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Condition 2(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of the Warrants.

Upon issuance by the Registrar (which will be the Exercise Date), the Warrant Shares will be held in registered form (au nominatif) until the end of the period provided in the Lock-up Provisions. Thereafter, the Warrant Shares will be, at the option of the Holder, (i) held in registered form (au nominatif) (including administered registered form (nominatif administré)) in the securities account opened in the name of the Holder in the books of the Registrar (and, if held in administered registered form, of the Holder’s financial intermediary), or (ii) in bearer form (au porteur), in the securities account opened in the name of the Holder in the books of the Holder’s financial intermediary.

Upon issue, Warrant Shares allotted pursuant to an Exercise Notice will grant the same rights, including, as from their date of issuance, the right to any dividend or any other distribution decided or to be paid, as are granted to holders of the Shares, and will be entirely assimilated to the Shares.

Warrant Shares shall be subject to all the Company’s by-laws’ provisions and to the decisions of the shareholders’ meetings.

Application will be made by the Registrar on behalf of the Company for the Warrant Shares to be admitted to trading on Euronext, on the same quotation line as the Shares, as from the Exercise Date.

Subject to compliance with any applicable securities laws and without prejudice to the Lock-up Provisions, the Warrant Shares will, upon issuance, be freely negotiable and transferable as from the date of their entry in a securities account. Any transfer not complying with the Lock-up Provisions shall be deemed null and void, and the Company or the Registrar shall not be bound to recognize such transfer and shall forthwith inform the Holder.

In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, Shares are transferred from account to account and transfer of ownership of the Warrant Shares will result from the moment they are registered in the name of the transferee or by book entry, as applicable.

Application will be made for all the Warrant Shares to be admitted to Euroclear France.

No fractional Shares shall be issuable upon the exercise of a Warrant.

Any adjustment will be made so that it equalizes, up to the next 1/100th of a Share, the value of Warrant Shares that would have been obtained if Warrants had been exercised immediately before the implementation of one of the Transactions mentioned in Condition 5 and the value of the Warrant Shares that would have been obtained in the event of exercising the Warrants immediately after the implementation of that Transaction.

In case of adjustments made in accordance with paragraphs 1 to 9 mentioned in Condition 5 (or, as the case may be, Condition 9), the new Exercise Ratio will be determined with two decimals rounded to the next 1/100th (0.005 rounded up to the next 1/100th, i.e. 0.01). Possible subsequent adjustments will be effected based on the preceding Exercise Ratio as so calculated and rounded. The Warrant Shares, however, may only be delivered in a whole number of Shares.

If the number of Warrant Shares thus calculated is not a whole number, the Holder may request delivery of either:

If the Holder does not state a choice, it will receive a number of Shares rounded down to the nearest whole number, and the remainder in cash as described above.

Warrants issued by the Company are securities giving access to the share capital of the Company within the meaning of Article L. 228-91 et seq. of the French Commercial Code.

The Exercise Price and/or the number of Warrant Shares will be subject to adjustment from time to time according to mandatory legal requirements imposed by the French Commercial Code and in particular by Articles L. 228-98 to L. 228-101 (with the exception of the provisions of Articles L. 228-99 1°) and L. 228-99 2°)) and Articles R. 228-90 to R. 228-92 of this Code.

In accordance with the provisions of Article R. 228-92 of the French Commercial Code, if the Company decides to issue new Shares or securities giving access to the capital with preferential subscription rights to its shareholders, to distribute reserves (in cash or in kind) and share premiums or to change the allocation of its profits by creating preferred Shares, or to otherwise carry out any of the Transactions listed below, it will inform (as long as the current regulation so requires) the Holders via an announcement in the Bulletin des Annonces Légales Obligatoires and pursuant to Condition 12.

If the Company is absorbed by a company or merges or consolidates with (fusions) one or several other companies to participate in the incorporation of a new entity, or proceed with a split (scission), the Holders shall exercise their rights in the entity(ies) that is/are the beneficiary(ies) of the contributions in accordance with the provisions of Article L. 228-101 of the French Commercial Code.

So long as any Warrants are outstanding and upon contemplation of the following transactions (each, a “Transaction”):

which the Company can effect from the Issue Date, and for which the date on which the holding of Shares is established in order to determine the shareholders benefitting from a Transaction, is before the Exercise Date, the maintenance of the rights of the Holders will be ensured by proceeding to an adjustment of the Exercise Ratio in accordance with the conditions below.

Value of a Share after detachment of the preferential subscription right

+Value of the preferential subscription right

______________________________________

Value of a Share after detachment of the preferential subscription right

To calculate this ratio, the value of a Share after detachment of the preferential subscription right and the value of the preferential subscription right are equal to the average of the opening prices listed on the Trading Market as reported by Bloomberg L.P. during all trading days included in the subscription period during which the Shares and the subscriptions rights are simultaneously listed.

Value of a Share after detachment of the subscription warrant

+Value of the subscription warrant

______________________________________________

Value of a Share after detachment of the subscription warrant

Number of Shares forming the share capital after the Transaction

________________________________________

Number of Shares forming the share capital before the Transaction

Value of a Share before distribution

_________________________________________________________________

Value of a Share before distribution

- Amount per Share of the distribution or value of securities or assets distributed per Share.

For the calculation of this ratio:

Share price ex-right to free allocation + value of the right to free allocation

__________________________________________________________

Share price ex-right to free allocation

For the calculation of this ratio:

If the right to free allocation is not listed during each of the ten trading days, its value will be determined by an independent expert of international reputation appointed by the Company.

Share price ex-right to free allocation

+ Value of that/those security(ies) allocated per Share

___________________________________

Share price ex-right to free allocation

For the calculation of this ratio:

The new Exercise Ratio will be determined by multiplying the Exercise Ratio applicable before the start of the contemplated Transaction by the exchange ratio of the Shares against the shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off. These companies will be fully subrogated to the Company’s rights and obligations towards the Holders.

Share price x (1-Pc%)

________________________________

Share price – Pc% x Buyback price

For the calculation of this ratio:

Value of a Share before amortization

_____________________________________________________________

Value of a Share before amortization - amount of the amortization per Share

For the calculation of the ratio, the Share value before amortization will be equal to the VWAP of the Shares listed on the Trading Market during the three last trading days preceding the trading day the Shares are listed ex- amortization.

Share price before modification

___________________________________________________________

Share price before modification - reduction per Share of the right to profits.

For the calculation of this ratio:

If however these preferred Shares are issued with shareholders’ preferential subscription rights or by free distribution of Warrants to subscribe to such preferred shares, the new Exercise Ratio will be adjusted in accordance to paragraphs 1 or 5 above.

If the Company were to carry out Transactions where an adjustment had not been completed under paragraphs 1 to 9 above, and a later law or regulations require an adjustment, the Company shall undertake such adjustment in accordance with the law or regulations then applicable and the market practice observed in France.

In the event of an adjustment, the new exercise conditions will be brought to the prompt attention of the Holders pursuant to Condition 12 within three Business Days of the effectiveness of the adjustment.

The Company’s Board of Directors will report the calculation and results of any adjustment in the annual report following such adjustment.

The Warrants will be issued in dematerialised form (dématérialisé) and held in pure registered form (au nominatif pur) until the end of the period provided in the Lock-up Provisions. Thereafter, the Warrant will be, at the option of the Holder, (i) held in registered form (au nominatif) (including administered registered form (nominatif administré)) in the securities account opened in the name of the Holder in the books of the Registrar (and, if held in administered registered form, of the Holder’s financial intermediary), or (ii) in bearer form (au porteur).

Subject to compliance with any applicable securities laws and the Lock-up Provisions, the Warrants are freely negotiable.

Warrants shall not be listed on Euronext or on any other stock exchange.

Title to the Warrants held by the Holders will be established and evidenced in accordance with Articles L.211-3 and R.211-1 of the French Monetary and Financial Code by book-entries (inscription en compte). No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Monetary and Financial Code) will be issued in respect of the Warrants.

The Warrants will, upon issue, be inscribed in the books of Euroclear France SA (“Euroclear France”), which shall credit the accounts of the intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France, and includes the depositary bank for Clearstream Banking, S.A. and Euroclear Bank SA/NV. In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, title to the Warrants shall be evidenced by entries in the books of such intermediary institutions, and transfer of the Warrants may only be effected through registration of the transfer in their books.

The Holders will be grouped automatically in a collective group with legal personality (the “Masse”) to defend their common interests.

The Masse will be governed by the provisions of the French Commercial Code (with the exception of the provisions of Article L.228-48 thereof), subject to the following provisions:

The Masse will be a separate legal entity by virtue of Article L.228-103 of the French Commercial Code, acting in part through a representative (the “Representative”) elected by the Holders' General Meeting (as defined hereafter) and in part through a holders’ general meeting (the “Holders’ General Meeting”). In accordance with Articles L. 228-47 and L.228-51 of the French Commercial Code, the Holders’ General Meeting shall be represented by a representative of the Masse. The representative will be appointed by the Holders’ General Meeting.

The Masse alone, to the exclusion of all individual Holders, shall exercise the common rights, actions and benefits which now or in the future may accrue with respect to the Warrants. The Holders’ General Meeting shall be called upon to authorize any changes to the Terms and Conditions and to approve any decision that has an impact on the conditions for subscription of the Warrant Shares determined within the scope of these Terms and Conditions, for the avoidance of doubt, decisions should be approved by the Holders’ General Meeting at the majority provided for in Article L. 228-65 of the French Commercial Code (i.e., two-thirds majority of the votes cast at such meeting).

In accordance with Articles L. 228-59 and R. 228-67 of the French Commercial Code, notice of date, hour, place and agenda of any Holders' General Meeting will be given by way of a press release published by the Company which will also be posted on its website (https://inventivapharma.com) not less than fifteen (15) calendar days prior to the date of such general meeting on first notice, and five (5) calendar days on second notice.

Each Holder has the right to participate in a Holders' General Meeting in person, by proxy, by correspondence and, in accordance with Article L. 228-61 of the French Commercial Code by any other means of telecommunication allowing the identification of participating Holders.

Decisions of the Holders' General Meetings once approved will be published by way of a press release posted by the Company on its website (https://inventivapharma.com).

In case of a capital increase, absorption, merger, spin-off or issue of new Shares or securities giving access to the share capital, or any other financial transaction involving a preferential subscription right or reserving a priority subscription period for the benefit of the Company's shareholders, the Company will be entitled to suspend the exercise of the Warrants for a period that may not exceed three months or any other period set by the applicable regulations. Notwithstanding anything contained herein, in the case of a suspension under this Condition 8, the Exercise Period shall be automatically extended for the same duration as the period of suspension. The Company's decision to suspend the ability to exercise the Warrants will be published (to the extent that such publication is required under French law or any other form of communication compliant with applicable regulations) in the Bulletin des annonces légales obligatoires. This notice will be published at least seven (7) calendar days (so long as required by French law) before the suspension becomes effective and will indicate the dates on which the suspension exercise of the Warrants will begin and end. This information will also be the object of a notice published by the Company and posted online on its website (https://inventivapharma.com) pursuant to Condition 12 and a notice published by Euronext Paris.

Pursuant to the provisions of Article L. 228-98 of the French Commercial Code and to the extent not already covered by the provisions of Condition 5:

Number of Shares forming the share capital after the transaction

___________________________________________________________

Number of Shares forming the share capital before the transaction

The Company may not, unless it requires the consent of the Holders’ General Meeting, issue other warrants similar (assimilable) to the Warrants. To the extent that these similar (assimilable) warrants and the Warrants will confer identical rights in all respects and that the terms and conditions of these warrants are identical to those of the Warrants, the Holders and the holders of these warrants will be regrouped in a single mass for the defense of their common interests. For the sake of clarity, the Company may issue the pre-funded warrants contemplated in the subscription agreements with respect to the issue of T1 bis Pre-Funded Warrants (as defined in the Subscription Agreement) and the pre-funded warrants contemplated in the subscription agreements with respect to the issue of the PFW-BSAs (as defined in the Subscription Agreement).

Nothing in the Company’s by-laws’ provisions restricts the free negotiability of the Warrants and the Shares comprising the Company's share capital.

Notices to Holders will be given by means of a notice posted on the Company’s website (www.inventiva.com).

The Company shall pay any and all documentary, stamp, transfer and other similar taxes which may be payable under French laws with respect to the issue and delivery of Warrant Shares upon exercise of the Warrants.

These Terms and Conditions shall be binding upon and inure to the benefit of the Holders and their assigns, and shall be binding upon any entity succeeding to the Company by consolidation, merger or acquisition of all or substantially all of the Company’s assets. The Company may not assign the Warrants or any rights or obligations hereunder without the prior written consent of each Holder.

These Warrants confer no right on any person other than the Holder thereof to enforce any of these Terms and Conditions or any other term of these Warrants.

These Terms and Conditions shall be interpreted, governed by and construed in accordance with the law of France.

Any suit, action or proceeding arising out of or based upon the Warrants or the transactions contemplated by these Terms and Conditions will be submitted to the exclusive jurisdiction of the Paris commercial court (Tribunal de commerce de Paris), and, to the extent permitted by law, the Company and the Holders irrevocably waive any objection it may now or hereafter have to personal jurisdiction the laying of venue of any such suit, action or proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Appendix A

Form of Exercise Notice

To: [Registrar]

Attention: [●]

Copy to: Company

Attention: Frederic Cren ([●]) / Jean Volatier ([●])

EXERCISE NOTICE

Reference is made to the Warrants (ISIN code: FR001400TFF7), issued on October 17, 2024, by Inventiva S.A., a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Dijon under number 537 530 255, with a registered capital of Euros [[_]] and having its registered office at 50, rue de Dijon, 21121 Daix, France (the “Company”).

The undersigned, [●], residing [●], having a full knowledge of the Company’s by-laws and the terms of and conditions of the Warrants, benefitting from the cancellation of the preferential subscription right, and, in accordance with and pursuant to the terms of the Warrants, it being understood and agreed that one Warrant is exercisable for [one]¹ Share, the undersigned hereby elects to exercise [LETTERS] ([NUMBERS]) Warrants out of the ___________________ Warrants held by the undersigned.

[In addition, pursuant to Condition 4, the undersigned elects to receive²:

1       This corresponds to the Exercise Ratio on the issue date – to be modified if the Exercise Ratio is adjusted pursuant to Condition 5 (or, as the case may be, Condition 9).

2       Please modify according to your choice. Pursuant to Condition 4, If no choice is made, you will receive a number of Shares rounded down to the nearest whole number, and the remainder in cash as described in (a).

3       To be modified as the case may be.

4       To be filled-in by the undersigned.

5       The calculation of such amount made by the Holder shall not be binding on the Company and the Registrar, and the Company or the Registrar will be entitled to disregard the choice of the Holder to apply this paragraph (b), and therefore apply paragraph (a) if either of them disagree with this calculation, in which case they will refund the Holder of the amount in question.

As a result of the above, the undersigned:

Pursuant to Condition 2(e), on the Exercised Shares Delivery Date, the Exercised Shares will be credited⁶:

6      Please modify according to your choice.

7      Please insert the exact details of the account and of the counterparty

8      Please insert the following handwritten note above the signature ”Valid for the subscription of [=] ([=]) Exercised Shares”.

Appendix B

Form of acknowledgement by the Registrar

To: [Holder]

Attention: [●]

Copy to: Company

Attention: Frederic Cren ([●]) / Jean Volatier ([●])

The Registrar hereby acknowledges this Exercise Notice attached hereto.

Annex II

Form of Subscription Agreement for ABSAs and if applicable, PFW-BSAs

Form of Subscription Agreement for [ABSAs]/[PFW-BSAs]

INVENTIVA S.A.

50, rue de Dijon

21121 Daix

France

The undersigned, [·] [acting in the name and on behalf of the investment funds it represents or advises listed hereafter] (the “Subscriber”) hereby confirms its agreement with you as follows:

Each ABSA consists of (i) [·] Ordinary Share[s] (each, a “New Share” and collectively, the “New Shares”)] to which are attached (ii) [·] warrant to purchase [·] Ordinary Share[s] (to be issued), with a maturity of [·] months and at an exercise price of €[·] per new Ordinary Share, including an issuance premium of €[·] (each, a “Warrant”), for a subscription price of €[·] per ABSA (the “Subscription Price”).

[Each PFW-BSA consists of (i) [·] pre-funded warrant[s] (each a “Pre-Funded Warrant” and collectively, the “Pre-Funded Warrants”) to which are attached (ii) [·] Warrant, for a subscription price of €[·] per PFW-BSA (the “Pre-Funded Subscription Price”).]

The Ordinary Shares issued upon exercise of the Warrants are referred to, collectively, as the “Warrant Shares”.

The terms and conditions of the Warrants (the “Terms and Conditions of the Warrants”) are attached hereto as Exhibit A.

The terms and conditions of the Pre-Funded Warrants (the “Terms and Conditions of the Pre-Funded Warrants”) are substantially similar to the ones issued on October [15], 2024 by the Company save for the issuance date, the maturity date and the lockup and transfer restrictions, and with any other amendments as agreed in good faith by the Company and the Subscribers.

The issuance of the New Shares will result in an immediate capital increase of €[·] (divided into a nominal amount of €[·] and a total issuance premium of €[·]) [and the issuance of the PFW-BSAs will result in gross proceeds of €[·], to be subscribed for by the Subscriber and the Other Subscribers (as defined in the Terms and Conditions for Subscription of [ABSAs]/[PFW-BSAs], attached hereto as Annex I-A). [The Company shall receive an aggregate amount equal to €[116,000,000] representing (i) the Subscription Price for the ABSA and (ii) the Pre-Funded Subscription Price for the Pre-Funded Warrants, from the Subscribers.]

Number of [ABSAs]/[PFW-BSAs] (please hand-write the following below: “good for commitment to subscribe for [(insert number of [ABSAs]/[PFW-BSAs] subscribed in letters) (insert number of [ABSAs]/[PFW-BSAs] subscribed in numbers)] [ABSAs]/[PFW-BSAs].”)²:

Subscription Price per ABSA [/ Pre-Funded Subscription Price per PFW-BSAs] (including premium): €_______________________

Aggregate Subscription Price (including premium) to be paid by the Subscriber (the “Subscriber Aggregated Subscription Price”): €__________________________________________________________________________

²            French law requirement: The Investor shall include a handwritten note after signature block “valuable for [number of [ABSAs]/[PFW-BSAs] subscribed in letters] (number of [ABSAs]/[PFW-BSAs] subscribed in numbers) [ABSAs]/[PFW-BSAs].”

The Subscriber Aggregated Subscription Price will be paid in euros to the Company’s account opened in the books of Société Générale Securities Services (copied below) as set forth in Section 3.2 of Annex I-A.

[·]

We acknowledge that we received a copy of this Agreement, including the Annexes and Exhibits hereto.

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

Dated as of: _______________, 202[·]

[Please insert the following in case of execution of the Agreement by a management company on behalf of investment funds

Name(s) of the investment funds represented by the Subscriber and number of [ABSAs]/[PFW-BSAs] subscribed by each of them:

________________________________ for _________________________________ [ABSAs]/[PFW-BSAs]

________________________________ for _________________________________ [ABSAs]/[PFW-BSAs]

________________________________ for _________________________________ [ABSAs]/[PFW-BSAs]

________________________________ for _________________________________ [ABSAs]/[PFW-BSAs]]

Annexes and Exhibits:

[SUBSCRIPTION AGREEMENT SIGNATURE PAGE]

ANNEX I-A

TERMS AND CONDITIONS FOR THE SUBSCRIPTION OF [ABSAs]/[PFW-BSAs]

Subject to these terms and conditions (the “Terms and Conditions”), the Company has duly authorized the issuance of [(i)] [·] ABSAs, each consisting of [·] New Share and [·] Warrant attached [and (ii) [·] PFW-BSAs each consisting of [·] Pre-Funded Warrant and [·] Warrant attached] ([together,] the “Transaction”).

[Subject to the Terms and Conditions of the Pre-Funded Warrants, each Pre-Funded Warrant shall entitle the Subscriber to subscribe for [·] new Ordinary Share of the Company.]

Subject to the Terms and Conditions of the Warrants, each Warrant shall entitle the Subscriber to subscribe for [·] new Ordinary Share of the Company.

The Subscriber acknowledges that the Company intends to pay J.P. Morgan Securities LLC, TD Securities (USA) LLC, Guggenheim Securities, LLC and LifeSci Capital LLC (the “Placement Agents”) certain placement fees in respect of the sale of [ABSAs]/[PFW-BSAs] to the Subscribers. The Company has entered into an Engagement Letter with the Placement Agents that contains certain customary representations, warranties, covenants and agreements of the Company for the benefit of the Placement Agents alone.

The time and date of closing shall be no later than [2:00pm] (CEST), on the date that is three (3) Business Days following the date of this Agreement, or such later date as agreed by the Company and the Subscriber (the “Closing Date”). For purposes of this Agreement, the term “Business Day” shall mean a weekday on which banks are open for general banking business in the [United States and France].

The Company has designated Société Générale Securities Services as “banque centralisatrice” (the “Centralizing Bank”) to receive the subscriptions and payment of the Subscriber Aggregated Subscription Price and the Subscription Price for the ABSAs [and PFW-BSAs] being subscribed by the Other Subscribers in accordance with Section 3.3below.

At the Closing Date, the Company’s obligation to issue the [ABSAs]/[PFW-BSAs] to the Subscriber will be subject to: (i) the receipt by the Company of the relevant statement of account (attestation d’inscription en compte) relating to the [shares]/[pre-funded warrants] issued by the Company on [·] and [·], 2024 [(the “T1 Shares” and the “T1 bis Shares”, respectively))]/[(the “T1 PFW” and the “T1 bis PW”, respectively)] either (x) owned by the Subscriber or (y) owned by an authorized transferee as detailed in the subscription agreements related to such [T1 Shares]/[T1 PFW] and [T1 bis Shares]/[T1 bis PFW] (the “T1 / T1 PFW Subscription Agreement” and the “T1 bis / T1 bis PFW Subscription Agreement”) dated no more than five (5) Business Days prior to the Closing Date, (ii) the receipt by the Centralizing Bank of the documentation necessary for the “know you customer” process, if necessary, (iii) the receipt in a dedicated augmentation de capital bank account opened at the Centralizing Bank, the details of which are set forth in the signature page of this Agreement of the aggregate amount equal to the Subscriber Aggregated Subscription Price and of the Subscription Price for the ABSAs [and the Pre-Funded Subscription Price for the PFW-BSAs] being subscribed for by the Other Subscribers in an aggregate amount equal to €[116,000,000] and (iv) the representations and warranties of the Subscriber contained in Section 6.1 being true and correct in all material respects as of the Closing Date.

In the event of a failure to subscribe the ABSAs [or PFW-BSAs, as applicable] by any Subscriber, the Company undertakes to offer to the other Subscribers the right to subscribe to a number of additional ABSAs [or PFW-BSAs, as applicable], not subscribed by the defaulting Subscriber as determined by such other Subscribers, in their sole discretion, which will be allocated pro rata the number of T1 Shares, T1 bis Shares [or T1 PFW and T1 bis PFW] subscribed by each Subscriber in the T1 Shares [and T1 PFW] and T1 bis Shares [T1 bis PFW] offerings willing to subscribe to such additional ABSAs [or PFW-BSAs, as applicable]. In that case, the Closing Date may be postponed by seven (7) Business Day in order to organize the additional subscription of the Other Subscribers.

At the Closing Date, the Subscriber’s obligation to subscribe for the [ABSAs]/[PFW-BSAs] will be subject to (i) the receipt of a certified copy of (x) the minutes of the general meeting of shareholders held on [·] of the resolutions approving the issuance of the [ABSAs]/[PFW-BSAs] and the resolutions relating to the Company’s governance (referred to in Section [5.7] of the subscription agreement for tranche 1) and (y) the decisions of the Board of Directors dated [·] authorizing the issuance of the [ABSAs]/[PFW-BSAs] and the entry into this Agreement between the Company and the Subscriber, (ii) the approval by the French Financial Markets Authority (Autorité des Marchés Financiers) (the “AMF”) of the French Listing Prospectus (as such term is defined below) prior to the Closing Date, (iii) no clinical hold having been recommended by the Data and Safety Monitoring Board (the “DSMB”) of NATiV3, (iv) the randomization of the last patient in the main cohort of NATiV3 having taken place on or before April 30, 2025, (v) at the time of completion of enrollment in NATiV3, the study discontinuation rate prior to week 72 was less than 30% (conditions [(iii)] to [(v)], the “Tranche 2 Event”), (vi) no material adverse change [(defined as any event, violation, or circumstance, individually or in the aggregate, that had or could reasonably have a material adverse effect on any steps of the clinical development of lanifibranor, or the manufacture of the new drug for its commercial launch, or with respect to the Company’s ability to successfully achieve the NATiV3 trial or to obtain from the Food and Drug Administration (FDA) the required authorizations)] having occurred between date of the T1 / T1 PFW Subscription Agreement and the date of this Agreement and between the date of this Agreement and the Closing Date, (vii) the accuracy of the representations and warranties of the Company contained in Section 5.1 below as of the date hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be accurate as of such specified date) and (viii) the fulfillment of the undertakings of the Company to be fulfilled on or prior to the Closing Date.

These conditions are to the benefit of the Subscribers which may decide to waive one or more of them (or in the case of condition (vi) above, confirm, based on a certificate provided by the Company, that no material adverse change has occurred) with the consent of the Subscribers representing [60]% of the aggregate of all ABSA [and PFW-BSAs] to be subscribed (the “Waiver”), assessed based on the then outstanding obligation of each Subscriber regarding the subscription of ABSAs [and PFW-BSAs]. The Waiver shall be notified by such Subscribers to the Company at the latest one Business Day prior to the Closing Date. Upon receipt, the Company shall notify all Subscribers of the Waiver in accordance with Section 8.

In the event that the Company has not received an aggregate amount equal to €[116,000,000] at the Closing Date, representing (i) the Subscriber Aggregated Subscription Price and (ii) the Subscription Price for the ABSAs [and (iii) the Pre-Funded Subscription Price for the PFW-BSAs], being subscribed for by the Other Subscribers, the Subscriber Aggregated Subscription Price shall be returned to the Subscriber within four (4) Business Days following the Closing Date and the Subscriber will have the right to terminate the Agreement, unless otherwise agreed by the Subscribers representing [60]% of the aggregate of all ABSAs [and PFW-BSAs] to be subscribed (excluding the ABSAs [and PFW-BSAs] for which the Subscription Price [or Pre-Funded Subscription Price] has not been received in accordance with this paragraph) (the “Majority Decision”). The Majority Decision shall be notified by such Subscribers to the Company at the latest on the Closing Date. Upon receipt, the Company shall notify all Subscribers of the Majority Decision in accordance with Section 8.

The Company’s and the Subscriber’s obligation to issue and subscribe for, the ABSAs [and the PFW-BSAs] will also be subject to the following condition precedent: no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the subscription or issue of the ABSAs, [the PFW-BSAs] or the Warrant Shares.

No later than [11:00pm] (CEST) on the Closing Date, the Subscriber shall wire transfer the Subscriber Aggregated Subscription Price to the account opened in the books of the Centralizing Bank [and shall notify (email being sufficient) the Company and the Centralizing Bank of (i) the account from which the Subscriber Aggregated Subscription Price will be wired to the account of the Centralizing Bank and (ii) the account or accounts to be credited with the [New Shares]/[Pre-Funded Warrants] being subscribed by them, including providing Euroclear instructions as appropriate. Such notification shall be effected using the Form of Notice set forth in Exhibit B hereto or any other means.

The account of the Company to which the Subscriber Aggregated Subscription Price for each of the ABSA [and for each of the PFW-BSA] shall be wired is set forth in the signature page of this Agreement. By executing this Agreement, the Subscriber irrevocably instructs the Centralizing Bank to accept delivery of, the subscription monies from its settlement account to the augmentation de capital bank account opened at the Centralizing Bank in its books in the name of the Company upon notice from the Company to the Centralizing Bank, with a copy to the Subscriber, that (i) the conditions to the closing of the Transaction have been satisfied or waived and (ii) the entire aggregate subscription price for all the Other Subscribers have been received by the Centralizing Bank.

On the Closing Date, subject to and upon receipt of the aggregate subscription amounts for the ABSAs [and PFW-BSAs] from each Subscriber and the receipt by the Company of the depositary certificate (certificat du dépositaire des fonds) in accordance with Article L. 225-146 of the French Commercial Code from the Centralizing Bank confirming receipt of payment of the aggregate amount of the subscription monies for the New Shares subscribed by such Subscribers, the ABSAs [and the PFW-BSAs] will be created and delivered to the account specified by each Subscriber pursuant to the Form of Notice set forth in Exhibit B hereto or pursuant to any other means through, with respect to the New Shares and Pre-Funded Warrants, Euroclear France and for the Warrants by way of registration in the books of the Company held by the Centralizing Bank, as provided in the following paragraph.

On the Closing Date, the Company shall register, or cause to be registered by the Centralizing Bank, under the name of the Subscriber in pure registered form (au nominatif pur) the number of Warrants subscribed by the Subscriber. At least one (1) Business Day after the Closing Date, a notice confirming the registration of the Warrants in the books of the Company held by the Centralizing Bank shall be delivered to the Subscriber.

[On the Closing Date, the Company shall register, or cause to be registered by the Centralizing Bank, under the name of the Subscriber on registered form (au nominatif) (including administered registered form (nominatif administré)) in the securities account opened in the name of the Subscriber in the books of the Centralizing Bank (and, if held in administered registered form, of the Subscriber’s financial intermediary), or (ii) in bearer form (au porteur), the number of PFW-BSAs subscribed by the Subscriber. At least one (1) Business Day after the Closing Date, a notice confirming the registration of the PFW-BSAs in the books of the Company held by the Centralizing Bank shall be delivered to the Subscriber if he elects to have its PFW-BSAs in pure registered form.]

The Company, for the purpose of listing the New Shares [(including the PFW Shares issuable upon exercise of the Pre-Funded Warrants)] and the Warrant Shares on the regulated market of Euronext Paris (“Euronext”), has prepared and filed with the AMF, in accordance with French legal and regulatory requirements, including the general regulations and instructions of the AMF, a French-language listing prospectus consisting of (a) the universal registration document (Document d'Enregistrement Universel) filed with the AMF under number [D.24-0227 on April 3, 2024], without prior authorization of the AMF (the “Universal Registration Document”), as amended by the amendment to the Universal Registration document filed with the AMF on [·], (the “First Amendment”) and by the amendment to the Universal Registration document [to be filed with the AMF on [·]], (the “Second Amendment”), (b) a securities note (Note d’Opération) (the “Note d’Opération”) and (c) a summary of such listing prospectus (included in the Note d’Opération), including the documents incorporated by reference therein (collectively, the “French Listing Prospectus”), which is expected to receive the approval by the AMF on [·] (and the Company shall use its best efforts to obtain such approval no later than on such date). As of the Closing Date, all references to the “Universal Registration Document” shall be deemed to include the First Amendment, the Second Amendment and the French Listing Prospectus, as approved by the AMF.]

The Company shall provide to the Subscriber a copy of the notice issued by Euronext relating to the listing of the New Shares, the Warrant Shares [and the PFW Shares] on the regulated market of Euronext in Paris upon receipt of such notice.

In this Agreement, "Material Adverse Effect" means any event, violation, or circumstance, individually or in the aggregate that had or could reasonably be expected to have a material adverse effect on the Company’s equity, business, assets, operations, properties, liabilities or conditions (financial or otherwise), individually or in the aggregate, whether or not arising from transactions in the ordinary course of business, or on the Company’s ability to consummate the Transaction.

No liquidator, receiver, administrator, administrative receiver, provisional administrator, compulsory manager or other similar officer, mandataire ad hoc, in respect of the Company, any of its Affiliates or any of its or their assets has been appointed.

In this Agreement, "Affiliate" means, with respect to the Company, any other person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with such person, in each case from time to time. Control shall be construed by reference to the definition set out in Article L. 233-1 of the French Commercial Code. As of the date hereof, the sole Affiliate of the Company is Inventiva Inc., whose registered office is at 10-34 44^th Drive, Long Island City, New York, United States of America 11101.

Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Subscriber herein will survive the execution of this Agreement, the transfer to the Subscriber of the [ABSAs]/[PFW-BSAs] being subscribed and the payment therefor.

All notices, requests, consents and other communications required or permitted hereby shall be in writing, will be sent by email, or mailed, and will be deemed given if delivered by email, upon electronic confirmation of receipt and addressed to the relevant recipient in the manner provided below, and shall be deemed to have been duly and sufficiently given only if (a) delivered either personally by hand, or by an international courier service, and, in each case, (b) confirmed by email to the relevant recipient. Notices shall be deemed effective if given on a Business Day, in the manners prescribed in the immediately preceding sentence, by 13:30 (CEST) in the place of receipt or on the following Business Day if completed after 13:30 (CEST).

All notices will be delivered as addressed as follows:

Inventiva S.A.

50, rue de Dijon

21121 Daix

France

Attention : Frédéric Cren

Phone :

Email :

[·]

This Agreement may not be modified or amended except by written agreement signed by the Company and the Subscriber, and if any modification or amendment to the provisions listed in Section 12 disproportionately and adversely impacts a Placement Agent, the written consent of such disproportionately impacted Placement Agent shall be required.

In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

Legal and financial advisors’ reasonable and duly documented costs, fees and expenses pertaining to [·] for which invoices and receipts are furnished to the Subscriber, in relation to the negotiation, subscription and implementation of the ABSAs [and the PFW-BSAs] shall be paid by the Company up to an amount of €200,000 (in aggregate with the amount paid by the Company pursuant to the tranche 1 and tranche 1 bis offerings), regardless of whether the closing occurs (except due to a failure by the Subscriber to fund the Subscriber Aggregated Subscription Price of the Agreement or a failure to satisfy the relevant conditions to closing as provided in Section 3.2(a)). This provision will survive the execution of this Agreement, the transfer to the Subscriber of the ABSA [or the PFW-BSAs] (and the underlying Securities).]

This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person; provided, however, that each of the Placement Agents will be entitled to rely, as an express third-party beneficiary, on the representations and warranties of the Company and the Subscriber set forth in Section 5.1 and Section 6.1 hereof and Sections 7, 9, 10 and 12 hereof.

This Agreement will be governed by, and construed in accordance with, the laws of France. Any dispute or suit relating to the interpretation, validity and performance of this Agreement, or arising out of or as a consequence hereof, shall be subject to the exclusive jurisdiction of the Tribunal de commerce of Paris.

Each party to this Agreement acknowledges that Cooley LLP, U.S. counsel for the Company, has in the past performed and may continue to perform legal services for the Subscriber and/or Other Subscribers in matters unrelated to the transactions described in this Agreement. Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; and (b) gives its informed consent to Cooley LLP’s representation of the Subscriber and/or Other Subscribers in such unrelated matters and to Cooley LLP’s representation of the Company in connection with this Agreement and the transactions contemplated hereby.

EXHIBITS

Exhibit A

Terms and Conditions of the Warrants

[See attached]

TheSE terms and conditions of the Warrants do not constitute a certificate representing the warrants.

TERMS AND CONDITIONS OF THE WARRANTS TRANCHE 3

Inventiva, a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Dijon under number 537 530 255, with a registered capital of €[·] and having its registered office at 50, rue de Dijon, 21121 Daix, France (the “Company”), hereby issues on the Issue Date by decisions of the Board of Directors and of the Chief Executive Officer acting pursuant to the power delegated to it by the Company’s shareholders at the general meeting held on [·], in its [·] to [·] resolutions (the “Resolutions”), to the investors named in the Resolutions an aggregate of [·] units (the “ABSAs”), each consisting of (i) one ordinary share of the Company, nominal value €0.01 per share (or one pre-funded warrant, as applicable) (each, a “New Share”), (ii) one warrant with a maturity of [July 30, 2027] to purchase a number of ordinary shares as determined pursuant to the Exercise Ratio, nominal value €0.01 per share (each, a “Warrant Share”), at a subscription price of €[·] per ordinary share, including an issuance premium of €[·] (each, a “Warrant” and collectively, the “Warrants”). The Warrants are issued on the terms and conditions herein (the “Terms and Conditions” or the “Conditions”). The Warrants shall neither be admitted to trading on any stock exchange or trading market nor admitted to the operations of Euroclear France SA. Each Warrant is exercisable for [·] [1]Warrant Share (the “Exercise Ratio”) for a price per share equal to the Exercise Price (as defined herein).

For the purposes of these Terms and Conditions, unless the context otherwise requires, the following words shall have the meaning set out opposite them:

¹        The Exercise Ratio shall be calculated at the time of issuance of the ABSA and shall be equal to P1/ P2, where P1 is the issue price of the Tranche 2 ABSA , P2 is the Reference Price, rounded down to the next 1/100 with two decimals and the Reference Price is EUR [•]

Condition headings are included for the convenience of the parties only and do not affect the interpretation of the Warrants.

Subject to the conditions and limitations specifically provided herein, each Holder may exercise the Warrants owned by it, in whole or in part, in or more instances, for cash:

(as may be extended pursuant to Condition ‎8, the “Exercise Period”).

Any Warrant that has not been exercised in accordance with these Terms and Conditions shall become null and void on the third Business Day following the expiry of the Exercise Period and at such time the rights of the Holder to exercise such Warrant shall lapse.

The Company will notify, without delay, the Holders of the occurrence of the Tranche 3 Event or of a Transformative Event and of the beginning of the Exercise Period pursuant to Condition 12.

The exercise of the Warrants by each Holder is subject to (i) the occurrence of the Tranche 3 Event, (ii) all the New Shares to be subscribed by the relevant Holder in accordance with the Subscription Agreement having been duly subscribed by such Holder (or any transferee thereof in accordance with the Subscription Agreement) on the Closing Date and (iii) the execution by the Holder of such documents referred to in Condition ‎2‎(d) and payment of the Exercise Price.

The condition precedent provided in (i) above may be waived upon a decision of Holders representing 60% of the aggregate of all Warrants in case of occurrence of a Transformative Event which occurs prior to the Maturity Date (regardless of whether the Tranche 3 Event has occurred). For the sake of clarity, in case of such waiver, the Warrants may be exercised even before the Tranche 3 Event.

Subject to any adjustment to the Exercise Ratio as provided in Condition 5 (or, as the case may be, Condition 9), each [one (1)] Warrant is exercisable for a number of Warrant Shares as determined pursuant to the Exercise Ratio, at a price equal to, in respect of each Warrant Share, €[·], which is equal to the VWAP over the last five trading sessions preceding the T1 Issue Date (the “Exercise Price”).

In order to exercise the Warrants, the Holder shall (i) send to the Registrar, by facsimile transmission (at [·]) or by their secured platform SecureHub, at any time prior to 5.00 p.m., Paris time, on any Business Day during the Exercise Period, a notice, with a copy to the Company, to the attention of Frederic Cren ([·]) and Jean Volatier ([·]), in the form of the exercise notice (bulletin de souscription) set forth in Appendix A (each an “Exercise Notice”), of the Holder’s election to exercise the Warrants, which Exercise Notice shall specify the number of Warrants to be exercised and the number of Warrant Shares to be subscribed for, and (ii) within two (2) Business Days of the sending of the Exercise Notice, make payment to the Registrar for the account of the Company of an amount equal to the Exercise Price multiplied by the number of Exercised Shares in respect of which the Warrants are being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds in euros as set forth in Condition 2(f) below. For the avoidance of doubt the Holder may exercise all or parts of its Warrants in one or several times within the Exercise Period, it being specified that each Warrant shall be exercised only once. No ink-original Exercise Notice shall be required, nor shall or any type of guarantee or notarization of any Exercise Notice be required. The Aggregate Exercise Price shall be received no later than two (2) Business Days of the sending of the Exercise Notice.

Upon receipt by the Registrar of an Exercise Notice and the corresponding Aggregate Exercise Price in accordance with Condition 2(d), the Registrar shall, as soon as practicable but in no event later than 5:00 p.m. Paris time, on the second Business Day immediately following the Exercise Date, send by facsimile transmission or by email, with a copy to the Company, a confirmation of receipt of such Aggregate Exercise Price and Exercise Notice in the form of the notice at Appendix B to the Holder.

In the event of the exercise of the Warrants in accordance with Condition 2(d), the Company shall allot and issue to the Holder the Warrant Shares to which the Holder thereby becomes entitled on or with effect from the Exercise Date. In such event the Company shall cause the Registrar to, on or before the third Business Day (the “Exercised Shares Delivery Date”) following the Exercise Date, credit such aggregate number of Warrant Shares to which the Holder shall be entitled to and as stated in the Exercise Notice (i) to the Holder’s securities account opened in the name of the Holder with the Registrar, or (ii) to the Holder’s securities account opened in the name of the Holder with any other financial intermediary and indicated in the Exercise Notice.

The Company’s obligation to issue Warrant Shares upon exercise of the Warrants shall not be subject to (i) any set-off or defense or (ii) any claims relating to the ownership of the Warrants against any holder of Warrants however arising.

At the option of the Holder, the Warrant Shares will be delivered (i) in registered form (au nominatif) (including administered registered form (nominatif administré)) in the securities account opened in the name of the Holder in the books of the Registrar (and, if held in administered registered form, of the Holder’s financial intermediary), or (ii) in bearer form (au porteur), in the securities account opened in the name of the Holder in the books of the Holder’s financial intermediary.

Upon issuance (which will be the Exercise Date), Warrant Shares will grant the same rights, including, as from their date of issuance, the right to any dividend or any other distribution decided or to be paid, as are granted to holders of the Shares, and will be entirely assimilated to the Shares.

Warrant Shares shall be subject to all the Company’s by-laws’ provisions and to the decisions of the shareholders’ meetings.

The Registrar will submit an application on behalf of the Company for the Warrant Shares to be admitted to trading on Euronext, on the same quotation line as the Shares, as from the Exercise Date. The issuance of the Warrants, the issuance of the Warrant Shares upon exercise of the Warrants and the resale of the Warrants or the Warrant Shares by the Holders have not and will not be registered under the Securities Act.

Subject to compliance with any applicable securities laws, Warrant Shares will, upon issuance, be freely negotiable and transferable as of the date of their entry in a securities account.

In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, Shares are transferred from account to account and transfer of ownership of the Warrant Shares will result from the moment they are registered in the name of the transferee or by book entry, as applicable.

Application will be made for all the Warrant Shares to be admitted to Euroclear France SA.

No fractional Shares shall be issuable upon the exercise of a Warrant.

Any adjustment will be made so that it equalizes, up to the next 1/100th of a Share, the value of Warrant Shares that would have been obtained if Warrants had been exercised immediately before the implementation of one of the Transactions mentioned in Condition 5 and the value of the Warrant Shares that would have been obtained in the event of exercising the Warrants immediately after the implementation of that Transaction.

In case of adjustments made in accordance with paragraphs 1 to 9 mentioned in Condition 5 (or, as the case may be, Condition 9), the new Exercise Ratio will be determined with two decimals rounded to the next 1/100th (0.005 rounded up to the next 1/100th, i.e. 0.01). Possible subsequent adjustments will be effected based on the preceding Exercise Ratio as so calculated and rounded. The Warrant Shares, however, may only be delivered in a whole number of Shares.

If the number of Warrant Shares resulting from the Exercise Ratio, be the initial Exercise Ratio or the Exercise Ratio thus calculated in case of adjustment, is not a whole number, the Holder may request delivery of either:

If the Holder does not state a choice, it will receive a number of Shares rounded down to the nearest whole number, and the remainder in cash as described above.

The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this Condition, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Warrants issued by the Company are securities giving access to the share capital of the Company within the meaning of Article L. 228-91 et seq. of the French Commercial Code.

The Exercise Price and/or the number of Warrant Shares will be subject to adjustment from time to time according to mandatory legal requirements imposed by the French Commercial Code and in particular by Articles L. 228-98 to L. 228-101 (with the exception of the provisions of Articles L. 228-99 1°) and L. 228-99 2°)) and Articles R. 228-90 to R. 228-92 of this Code.

In accordance with the provisions of Article R. 228-92 of the French Commercial Code, if the Company decides to issue new Shares or securities giving access to the capital with preferential subscription rights to its shareholders, to distribute reserves (in cash or in kind) and share premiums or to change the allocation of its profits by creating preferred Shares, or to otherwise carry out any of the Transactions listed below, it will inform (as long as the current regulation so requires) the Holders via an announcement in the Bulletin des Annonces Légales Obligatoires and pursuant to Condition 12.

If the Company is absorbed by a company or merges or consolidates with (fusions) one or several other companies to participate in the incorporation of a new entity, or proceed with a split (scission), the Holders shall exercise their rights in the entity(ies) that is/are the beneficiary(ies) of the contributions in accordance with the provisions of Article L. 228-101 of the French Commercial Code.

So long as any Warrants are outstanding and upon contemplation of the following transactions (each, a “Transaction”):

which the Company can effect from the Issue Date, and for which the date on which the holding of Shares is established in order to determine the shareholders benefitting from a Transaction, is before the Exercise Date, the maintenance of the rights of the Holders will be ensured by proceeding to an adjustment of the Exercise Ratio in accordance with the conditions below.

Value of a Share after detachment of the preferential subscription right

+Value of the preferential subscription right 

______________________________________

Value of a Share after detachment of the preferential subscription right

To calculate this ratio, the value of a Share after detachment of the preferential subscription right and the value of the preferential subscription right are equal to the average of the opening prices listed on the Trading Market as reported by Bloomberg L.P. during all trading days included in the subscription period during which the Shares and the subscriptions rights are simultaneously listed.

Value of a Share after detachment of the subscription warrant

+Value of the subscription warrant 

______________________________________________

Value of a Share after detachment of the subscription warrant

Number of Shares forming the share capital after the Transaction 

________________________________________

Number of Shares forming the share capital before the Transaction

Value of a Share before distribution 

_________________________________________________________________

Value of a Share before distribution

- Amount per Share of the distribution or value of securities or assets distributed per Share.

For the calculation of this ratio:

Share price ex-right to free allocation + value of the right to free allocation 

__________________________________________________________

Share price ex-right to free allocation

For the calculation of this ratio:

If the right to free allocation is not listed during each of the ten trading days, its value will be determined by an independent expert of international reputation appointed by the Company.

Share price ex-right to free allocation

+ Value of that/those security(ies) allocated per Share 

___________________________________

Share price ex-right to free allocation

For the calculation of this ratio:

The new Exercise Ratio will be determined by multiplying the Exercise Ratio applicable before the start of the contemplated Transaction by the exchange ratio of the Shares against the shares of the absorbing company or the new company(ies) or the company(ies) resulting from any division or spin-off. These companies will be fully subrogated to the Company’s rights and obligations towards the Holders.

Share price x (1-Pc%) 

________________________________

Share price – Pc% x Buyback price

For the calculation of this ratio:

Value of a Share before amortization 

_____________________________________________________________

Value of a Share before amortization - amount of the amortization per Share

For the calculation of the ratio, the Share value before amortization will be equal to the VWAP of the Shares listed on the Trading Market during the three last trading days preceding the trading day the Shares are listed ex- amortization.

Share price before modification 

___________________________________________________________

Share price before modification - reduction per Share of the right to profits.

For the calculation of this ratio:

If however these preferred Shares are issued with shareholders’ preferential subscription rights or by free distribution of Warrants to subscribe to such preferred shares, the new Exercise Ratio will be adjusted in accordance to paragraphs 1or 5 above.

If the Company were to carry out Transactions where an adjustment had not been completed under paragraphs 1 to 9 above, and a later law or regulations require an adjustment, the Company shall undertake such adjustment in accordance with the law or regulations then applicable and the market practice observed in France.

In the event of an adjustment, the new exercise conditions will be brought to the prompt attention of the Holders pursuant to Condition 12 within three Business Days of the effectiveness of the adjustment.

The Company’s Board of Directors will report the calculation and results of any adjustment in the annual report following such adjustment.

The Warrants will be issued in dematerialised form (dématérialisé) and held in pure registered form (au nominatif pur) in the securities account opened in the name of the Holder in the books of the Registrar.

Subject to compliance with any applicable securities laws, the Warrants are freely negotiable and will be detachable upon issuance.

Transfers of the Warrants are subject to any applicable securities laws.

The Warrants shall not be listed on Euronext or on any other stock exchange nor admitted to clearing. The issuance of the Warrants, the issuance of the Warrant Shares upon exercise of the Warrants and the resale of the Warrants or the Warrant Shares by the Holders have not and will not be registered under the Securities Act.

Title to the Warrants held by the Holders will be established and evidenced in accordance with Articles L.211-3 and R.211-1 of the French Monetary and Financial Code by book-entries (inscription en compte). No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Monetary and Financial Code) will be issued in respect of the Warrants.

In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, title to the Warrants shall be evidenced by entries in the books of the Registrar, and transfer of the Warrants may only be effected through registration of the transfer in the Registrar’s books.

The Holders will be grouped automatically in a collective group with legal personality (the “Masse”) to defend their common interests.

The Masse will be governed by the provisions of the French Commercial Code (with the exception of the provisions of Article L.228-48 thereof), subject to the following provisions:

The Masse will be a separate legal entity by virtue of Article L.228-103 of the French Commercial Code, acting in part through a representative (the “Representative”) elected by the Holders' General Meeting (as defined hereafter) and in part through a holders’ general meeting (the “Holders’ General Meeting”). In accordance with Articles L. 228-47 and L.228-51 of the French Commercial Code, the Holders’ General Meeting shall be represented by a representative of the Masse. The representative shall be: [·].

The Masse alone, to the exclusion of all individual Holders, shall exercise the common rights, actions and benefits which now or in the future may accrue with respect to the Warrants. The Holders’ General Meeting shall be called upon to authorize any changes to the Terms and Conditions and to approve any decision that has an impact on the conditions for subscription of the Warrant Shares determined within the scope of these Terms and Conditions, for the avoidance of doubt, decisions should be approved by the Holders’ General Meeting at the majority provided for in Article L. 228-65 of the French Commercial Code (i.e., two-thirds majority of the votes cast at such meeting). Notwithstanding the foregoing, the Holders can decide to waive a condition precedent provided in Condition 2(b)(i) upon a decision of Holders representing 60% of the aggregate of all Warrants, as detailed in such Condition 2(b)(i).

In accordance with Articles L. 228-59 and R. 228-67 of the French Commercial Code, notice of date, hour, place and agenda of any Holders' General Meeting will be given by way of a press release published by the Company which will also be posted on its website (https://inventivapharma.com) not less than fifteen (15) calendar days prior to the date of such general meeting on first notice, and five (5) calendar days on second notice.

Each Holder has the right to participate in a Holders' General Meeting in person, by proxy, by correspondence and, in accordance with Article L. 228-61 of the French Commercial Code by any other means of telecommunication allowing the identification of participating Holders.

Decisions of the Holders' General Meetings once approved will be published by way of a press release posted by the Company on its website (https://inventivapharma.com).

In case of a capital increase, absorption, merger, spin-off or issue of new Shares or securities giving access to the share capital, or any other financial transaction involving a preferential subscription right or reserving a priority subscription period for the benefit of the Company's shareholders, the Company will be entitled to suspend the exercise of the Warrants for a period that may not exceed three months or any other period set by the applicable regulations. Notwithstanding anything contained herein, in the case of a suspension under this Condition 8, the Exercise Period shall be automatically extended for the same duration as the period of suspension. The Company's decision to suspend the ability to exercise the Warrants will be published (to the extent that such publication is required under French law or any other form of communication compliant with applicable regulations) in the Bulletin des annonces légales obligatoires. This notice will be published at least seven (7) calendar days (so long as required by French law) before the suspension becomes effective and will indicate the dates on which the suspension exercise of the Warrants will begin and end. This information will also be the object of a notice published by the Company and put online on its website (https://inventivapharma.com) pursuant to Condition 12 and a notice published by Euronext Paris.

Pursuant to the provisions of Article L. 228-98 of the French Commercial Code and to the extent not already covered by the provisions of Condition 5:

Number of Shares forming the share capital after the transaction 

___________________________________________________________

Number of Shares forming the share capital before the transaction

The Company may not, unless it requires the consent of the Holders’ General Meeting, issue other warrants fungible with (assimilable) the Warrants. [To the extent that these similar (assimilable) warrants and the Warrants will confer identical rights in all respects and that the terms and conditions of these warrants are identical to those of the Warrants, the Holders and the holders of these warrants will be regrouped in a single mass for the defense of their common interests.]

Nothing in the Company’s by-laws’ provisions restricts the free negotiability of the Warrants and the Warrant Shares.

Any notice to the Holders shall be deemed to be duly given if it has been made available to the Holders on the website of the Company (https://inventivapharma.com).

The Company shall pay any and all documentary, stamp, transfer and other similar taxes which may be payable under French laws with respect to the issue and delivery of Warrant Shares upon exercise of the Warrants.

These Terms and Conditions shall be binding upon and inure to the benefit of the Holders and their assigns, and shall be binding upon any entity succeeding to the Company by consolidation, merger or acquisition of all or substantially all of the Company’s assets. The Company may not assign the Warrants or any rights or obligations hereunder without the prior written consent of each Holder.

These Warrants confer no right on any person other than the Holder thereof to enforce any of these Terms and Conditions or any other term of these Warrants.

These Terms and Conditions shall be interpreted, governed by and construed in accordance with the law of France.

Any suit, action or proceeding arising out of or based upon the Warrants or the transactions contemplated by these Terms and Conditions will be submitted to the exclusive jurisdiction of the Paris commercial court (Tribunal de commerce de Paris), and, to the extent permitted by law, the Company and the Holders irrevocably waive any objection it may now or hereafter have to personal jurisdiction the laying of venue of any such suit, action or proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Appendix A

Form of Exercise Notice

To: [Registrar]

Attention: [●]

Copy to: Company

Attention: Frederic Cren ([·]) / Jean Volatier ([·])

EXERCISE NOTICE

Reference is made to the Warrants, issued on [_], 20[·], by Inventiva, a société anonyme organized under the laws of France and registered with the Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Dijon under number 537 530 255 having its registered office at 50, rue de Dijon, 21121 Daix, France (the “Company”).

Unless otherwise expressly defined herein, the terms in this Exercise Notice shall have the meaning set forth in the Terms and Conditions of the Warrants.

The undersigned, [●], residing [●], having a full knowledge of the Company’s by-laws and the terms of and conditions of the Warrants, benefitting from the cancellation of the preferential subscription right, and, in accordance with and pursuant to the terms of the Warrants, it being understood and agreed that one Warrant is exercisable for [·]² Share, hereby elects to exercise [LETTERS] ([NUMBERS]) Warrants held by the undersigned and that the Warrant Shares will be issued on the Exercise Date.

[In addition, pursuant to Condition 4, the undersigned elects to receive³:

2       This corresponds to the Exercise Ratio on the issue date – to be modified if the Exercise Ratio is adjusted pursuant to Condition 5(or, as the case may be, Condition 9).

3       Please modify according to your choice. Pursuant to Condition 4, If no choice is made, you will receive a number of Shares rounded down to the nearest whole number, and the remainder in cash as described in (a).

4       To be modified as the case may be.

5       To be filled-in by the undersigned.

6       The calculation of such amount made by the Holder shall not be binding on the Company and the Registrar, and the Company or the Registrar will be entitled to disregard the choice of the Holder to apply this paragraph (b), and therefore apply paragraph (a) if either of them disagree with this calculation, in which case they will refund the Holder of the amount in question.

As a result of the above, the undersigned:

Pursuant to Condition 2(f), on the Exercised Shares Delivery Date, the Exercised Shares will be credited⁷ to the undersigned’s securities account opened in the name of the undersigned with the Registrar,

7       Please modify according to your choice.

8       Please insert the following handwritten note above the signature ”Valid for the subscription of [=] ([=]) Exercised Shares”.

Appendix B

Form of acknowledgement by the Registrar

To: [Holder]

Attention: [●]

Copy to: Company

Attention: Frederic Cren ([·]) / Jean Volatier ([·])

The Registrar hereby acknowledges this Exercise Notice attached hereto.

Exhibit B

Form of Notice

Bank account from which the Subscriber Aggregated Subscription Price will be wired:

[·]

Securities account to which the [New Shares]/[Pre-Funded Warrants] will be transferred:

[·]

Exhibit 99.3

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT (INDICATED BY [***]) HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT INVENTIVA S.A. TREATS AS PRIVATE OR CONFIDENTIAL.

AMENDMENT No 4

TO THE EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT

This FOURTH AMENDMENT TO THE EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT (this “Amendment #4”) is entered into as of October 11^th, 2024 (the “Amendment #4 Effective Date”) by and between:

INVENTIVA S.A., a company incorporated under the laws of France, having its principal place of business at 50, rue de Dijon à Daix (21121), France (“Inventiva”); and

CHIA TAI TIANQING PHARMACEUTICAL  (GUANGZHOU) CO., LTD., a limited liability company incorporated under the laws of the people’s Republic of China, having its registered office located at 406-942, No. 1 Yichuang Street, Huangpu District, Guangzhou (Sino-Singapore Guangzhou Knowledge City), GuangDong Province, Mainland China (“CTTQ GZ”).

Each a “Party” and collectively the “Parties”.

Recitals

WHEREAS, Inventiva and Chia Tai Tianqing Pharmaceutical Group, Co., Ltd., entered into an exclusive license and collaboration agreement on September 21, 2022 (the “License Agreement”) in connection with the granting of an exclusive license under the Inventiva Technology to Develop, import, export (within the Licensee Territory), use, Manufacture, offer for sale, promote, market, distribute, sell and otherwise Commercialize the Licensed Products in the Field in the Licensee Territory (each as defined in the License Agreement), subject to the terms and conditions of the License Agreement.

WHEREAS, in accordance to Section 16.6 of the License Agreement, effective on July 7^th, 2023, Chia Tai Tianqing Pharmaceutical Group, Co., Ltd. assigned the License Agreement to CTQ GZ.

WHEREAS, in accordance to Section 16.2 of the License Agreement, effective on December 20, 2023, the Parties amended Section 3.2 of the License Agreement (the “Amendment #2”).

WHEREAS, in accordance to Section 16.2 of the License Agreement, effective on March 11, 2024, the Parties amended Section 3.2 of the License Agreement (the “Amendment #3”).

WHEREAS, the Parties wish to further amend and detail certain provisions of the License Agreement, in particular Sections 8.2, Section 8.4 and section 3.2 (a) in this Amendment #4 in accordance with Section 16.2 of the License Agreement.

WHEREAS, in consideration of the foregoing premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency or which are hereby acknowledged, the Parties hereby agree as follows:

The Parties agree to add the following definitions to Article 1 of the License Agreement:

“Positive Topline Data” shall mean the release by Inventiva of topline data announcing that any key primary endpoint or key secondary endpoint of the Phase III Global Trial, with any dosage regimen tested in the trial, have been met and that would support an NDA approval by the U.S. FDA. Key primary endpoint and key secondary endpoint are those defined in the Phase III Global Trial’s Protocol.

“Successful 1^st Tranche Fund Raise” shall mean a fund raise in which, prior to December 31^st, 2024, Inventiva has received commitments from investors to subscribe to Inventiva’s equity increase(s), in one or two tranches, of a total amount of at least ninety million euros (90.000.000 €).

“Successful 2^nd Tranche Fund Raise” shall mean a fund raise in which, prior to May 31^st, 2025, Inventiva has received commitments from investors to subscribe to Inventiva’s equity increase(s), in the 2^nd tranche, of a total amount of at least ninety million euros (90.000.000 €).

The Parties agree that, if Inventiva manages to complete a Successful 1^st Tranche Fund Raise, the License Agreement’s shall be amended as follows:

“Licensee shall pay royalties to Inventiva on annual Net Sales of each Licensed Product in each Calendar Semi-Annual Period at a [***] percent ([***]%) royalty rate.”

“[…]

5. [***]”

The Parties agree that if Inventiva manages to complete a Successful 1^st Tranche Fund Raise and in consideration to the amendment of the License Agreement as stipulated in the License Agreement’s Amendment #4’s Section 2, CTTQ GZ shall pay to Inventiva:

and

and

This Amendment #4 shall become effective upon this Amendment #4 Effective Date.

The Parties agree and acknowledge that save to the extent the same has been amended by this Amendment #4, the other terms and conditions in the License Agreement shall remain in full force and effect.

This Amendment #4 and any disputes, claims or actions related thereto shall be governed by and construed in accordance with the laws of [***], without regard to the conflicts of law provisions thereof.

This Amendment #4 shall not be executed in counterparts. This Amendment #4 may be executed through DocuSign electronic signature.

In Witness Whereof, the Parties hereto have duly executed Amendment #4 as of the Amendment #4 Effective Date.

Exhibit 99.4

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