Exhibit 1.2

Master Agreement

relating to certain transactions among the European Investment Bank and Inventiva SA

1 June 2026

INVENTIVA SA

and

EUROPEAN INVESTMENT BANK

Ref: L-372441 

Table of contents

MASTER AGREEMENT

This master agreement (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Agreement”) is made on 1 June 2026 (the "Execution Date").

BETWEEN:

AND

The Company and the Bank are hereinafter jointly referred to as the “Parties” and each individually as a “Party”.

Whereas:

(the “Post-Completion Transactions”).

It is agreed as follows:

Unless defined elsewhere in this Agreement, the following terms have the following meaning:

“2022 Subscription Agreement” has the meaning set forth in Recital (B).

“4^th AML Directive” means Directive 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing as amended, supplemented or restated.

“5^th AML Directive” means Directive 2018/843 of the European Parliament and of the Council of 19 June 2018 on anti-money laundering and terrorist financing as amended, supplemented or restated.

“AML Criminal Law Directive” means Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law.

“AML Directives” means the 4^th AML Directive, the 5^th AML Directive and the AML Criminal Law Directive.

“Arrangement Fee” means a fee of EUR 0.01 in respect of each New EIB Warrant in consideration of the Bank’s services in connection with the arrangement and administrative procedures relating to the transactions contemplated hereof.

“Business Day” means a day (other than a Saturday or Sunday) on which the Bank and commercial banks are open for general business in France and in the Grand Duchy of Luxembourg.

“Completion” has the meaning set forth in Clause 6.1.1.

“Completion Date” means the date on which Completion shall take place in accordance with this Agreement.

“Completion Payments” has the meaning set forth in Clause 4.2.

“Connected Person” means, with respect to any Party, an entity which is Controlled by, Controlling, or under the same Control as, such Party.

“Control” means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise and, for the avoidance of doubt, owning more than 50% (fifty per cent.) of the shares of an entity would constitute Control and “Controlling” and “Controlled” shall be construed accordingly.

“EGM” has the meaning set forth in Recital (F).

“EGM Long Stop Date” means 31 October 2026, or such other date to be mutually agreed by the Parties in writing.

“EGM Resolution” means the resolution to be submitted to the EGM to authorise the board of directors (conseil d'administration) or the Chief Executive Officer of the Company to issue the New EIB Warrants to the EIB on the terms and conditions set out in this Agreement, in accordance with articles L. 225-129 et seq. and L. 228-91 et seq. of the French Code de commerce.

“EIB Loan” has the meaning set forth in Recital (A).

“EIB Loan Voluntary Prepayment" has the meaning set forth in Recital (D).

"EIB Warrants" has the meaning set forth in Recital (C).

“EIB Warrants Repurchase” has the meaning set forth in Recital (D).

“EIB Warrants Repurchase Price” has the meaning set forth in Clause 3.2.3.

“Exit Transactions Long Stop Date” means 30 June 2026, or such other date to be mutually agreed by the Parties in writing.

“Existing Finance Contract” has the meaning set forth in Recital (A).

“Existing Shares” means the 209,007,475 (two hundred nine million seven thousand four hundred seventy-five)) issued and outstanding shares of EUR 0.01 par value each in the share capital of the Company, making up the entire issued share capital of the Company as of the Execution Date and composed of 209,007,475 (two hundred nine million seven thousand four hundred seventy-five) ordinary shares.

“Illegal Activities” means any of the following illegal activities or activities carried out for illegal purposes according to applicable laws in any of the following areas: (i) fraud, corruption, coercion, collusion or obstruction, (ii) money laundering, financing of terrorism or tax crimes each as defined in the AML Directives, and (iii) fraud and other illegal activity against the financial interests of the European Union as defined in the PIF Directive.

“Inside Information” has the meaning ascribed to this term in article 7 of MAR with reference to the Company or its financial instruments.

“Law” means any treaty, law, statute, regulation, rule, ordinance, order or decree (including any judicial or administrative interpretation thereof) in force as of the relevant date.

“Lock-up Period” has the meaning set forth in Clause 2.2.

“MAR” means Regulation (EU) no 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation), as amended from time to time.

“New EIB Warrants" has the meaning set forth in Recital (F).

“New EIB Warrants Issuance” has the meaning set forth in Recital (F).

“New EIB Warrants Issuance Date” means the date on which the New EIB Warrants Issuance shall occur.

“New EIB Warrants Subscription” means the subscription of all the New EIB Warrants through (i) the delivery by the EIB of the subscription form, pursuant to its obligations set out in Part 3 (Completions obligations) of Schedule 2 (Signing, Issuance and Completion obligations) of the New EIB Warrants Subscription Agreement and (ii) the full payment by the EIB of the New EIB Warrants Subscription Price of such New EIB Warrant.

“New EIB Warrants Subscription Agreement” has the meaning set forth in Recital (F).

“New EIB Warrants Subscription Price” means a total amount of EUR 0.01 per New EIB Warrant.

“PIF Directive” means Directive (EU) 2017/1371 of the European Parliament and of the Council of 5 July 2017 on the fight against fraud to the European Union's financial interests by means of criminal law as amended, supplemented or restated.

“Post-Completion Transactions” has the meaning set forth in Recital (F).

“Pre-Completion Statement” has the meaning set forth in Clause 4.1.1.

“Registrar” means Société Générale Securities Services.

“Remaining EIB Warrants” has the meaning set forth in Recital (D).

“Remaining EIB Warrants Waiver Letter” has the meaning set forth in Recital (D).

“Repurchased EIB Warrants” has the meaning set forth in Recital (D).

“Sanctioned Person” means any individual or entity (for the avoidance of doubt, the term entity includes, but is not limited to, any government, group or terrorist organisation) who is a designated target of, or who is otherwise a subject of, Sanctions (including, without limitation, as a result of being owned or otherwise controlled , directly or indirectly, by any individual or entity, who is a designated target of, or who is otherwise a subject of, Sanctions).

“Sanctions” means the economic or financial sanctions laws, regulations, trade embargoes or other restrictive measures (including, in particular, but not limited to, measures in relation to the financing of terrorism) enacted, administered, implemented and/or enforced from time to time by any of the following:

“Subsidiary” means an entity of which the Company has direct or indirect Control.

“Surviving Clauses” means Clauses 10.2, 10.6, 10.7, 10.10, and 11.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tranche A Warrants” has the meaning set forth in Recital (C).

“Tranche B Warrants” has the meaning set forth in Recital (C).

On the Completion Date, subject to completion of, and in consideration for, the EIB Loan Voluntary Prepayment in accordance with Clause 3.1 above, and the EIB Warrants Repurchase in accordance with Clause 3.2 above, the Bank shall execute and deliver to the Company the Remaining EIB Warrants Waiver Letter.

On the Completion Date, the Company shall make the following payments to the Bank (together, the “Completion Payments”):

The Company shall procure that the securityholder’s account of the Bank will be updated in order to reflect the transfer and cancellation of the Repurchased EIB Warrants pursuant to this Agreement and shall deliver or make available to the Bank a copy of the updated securityholder’s account as soon as practicable after Completion Date.

The Parties shall take all necessary measures required for the proper execution of this Agreement, including executing such documents and doing such things as the other Parties may reasonably require in order to give full effect to, and give each Party the full benefit of, this Agreement.

a public announcement or circular regarding the existence or the subject matter of the Agreement, unless it has first obtained the other Party’s written permission (that permission not to be unreasonably withheld or delayed).

A Party that is required to make or send an announcement or circular in the circumstances contemplated by Clause 10.2.5(i), or 10.2.5(ii) must, before making or sending the announcement or circular, consult with each other Party and take into account each other Party's requirements as to the timing, content and manner of making the announcement or circular to the extent it is permitted to do so by applicable law or regulation and to the extent it is reasonably practicable to do so.

All undertakings and other obligations of the Bank and the Company under this Agreement shall be several and not joint (“conjoint et non solidaire”).

Form of notices

Addresses

If to the Company:

Attn: Département Finance
Address: 50 rue de Dijon, 21121 Daix (France)
E-mail:

with a copy to:

Gide Loyrette Nouel A.A.R.P.I.
15 rue de Laborde, 75008 Paris
Attn: Arnaud Duhamel and Aude-Laurène Dourdain
Email:

If to the Bank:

Attn: PMM/TM/EGC/LSB
Address: 100, boulevard Konrad Adenauer, L-2950 Luxembourg
E-mail:

with a copy to:

Linklaters LLP
25 rue de Marignan, 75008 Paris
Attn: Bertrand Andriani and Mehdi Boumedine
Email:

Demand after notice to remedy

The Bank and the Company shall promptly notify the other party(ies) in writing of any change in their respective communication details.

Unless otherwise agreed in writing with the Bank, the Company shall bear its own costs and expenses and the Bank’s reasonable and duly documented costs and expenses (including legal, accountancy and other advisers and any exchange charges with the prior information of the Company related to such costs) necessary for the preservation of its rights in relation to the preparation, negotiation, execution, implementation, enforcement and termination of this Agreement or any ancillary documents, any amendment, supplement or waiver in respect of this Agreement or any ancillary document.

Wherever in this Agreement provision is made for payment by one Party to another, such payment shall be made in Euros unless otherwise agreed in writing with the Bank and be effected by crediting by wire transfer and in immediately available funds the account specified hereunder on or before the due date of payment. The Party effecting a payment shall deliver swiftly to the other Party a copy of the irrevocable SWIFT wire transfer confirmation issued by its bank showing that the wire transfer for payment has been issued.

The Parties declare they were advised by their own lawyers or advisors and have therefore been able to independently assess the scope of their rights and obligations under this Agreement and had the opportunity to negotiate all terms of this Agreement. Consequently, no advisor or lawyer shall be deemed to be the sole drafter (rédacteur unique) on behalf of all the Parties, and the Parties acknowledge and agree that this Agreement shall not be deemed a contract of adhesion (contrat d’adhésion) within the meaning of article 1110 of the French Code civil.

Each Party acknowledges and agrees that, in the event of a breach of its obligations under this Agreement, without prejudice to any other rights or remedies that the other Parties may have, including the right to claim for damages, the other Parties may seek specific performance (exécution forcée en nature) and that such specific performance would not fall under the “manifest disproportion” exclusion contained in article 1221 of the French Code civil. Each Party irrevocably waives any right to invoke the “manifest disproportion” exclusion contained in article 1221 of the French Code civil.

[Signatures on following page]

Executed on three (3) originals (two (2) originals for the Bank and one (1) original for the Company) on 1 June 2026.

Index of Schedules

Schedule (B)
2022 Subscription Agreement

Schedule (D)
Remaining EIB Warrants Waiver Letter

Schedule (F)
New EIB Warrants Subscription Agreement

INVENTIVA S.A. (EGFF)

Dated [·] 2026

Contents

THIS SUBSCRIPTION AGREEMENT FOR WARRANTS is made on [·] 2026 (the “Signing Date”),

and

The Subscriber and the Issuer are hereinafter referred to, collectively, as the “Parties” and, individually, as a “Party”.

THEREFORE, IT IS HEREBY AGREED as follows:

“4^th AML Directive” means Directive 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing as amended, supplemented or restated;

“5^th AML Directive” means Directive 2018/843 of the European Parliament and of the Council of 19 June 2018 on anti-money laundering and terrorist financing as amended, supplemented or restated;

“Agreement” means this subscription agreement for warrants entered into between the Subscriber and the Company and any Schedule to this Agreement;

”AML Criminal Law Directive” means Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law;

“AML Directives” means the 4^th AML Directive, the 5th AML Directive and the AML Criminal Law Directive;

“Arrangement Fee” means a fee of EUR 0.01 in respect of each Warrant to be paid by the Company to the Subscriber;

“Business Day” means a day (other than a Saturday or Sunday) on which the Bank and commercial banks are open for general business in France and in Grand Duchy of Luxembourg;

“Completion” means, with respect to the Warrants, the effective Subscription of such Warrant by the Subscriber;

“Completion Date” means the date on which the Completion shall occur, i.e. the date of this Agreement;

“Connected Persons” means, with respect to any Party, an entity which is Controlled by, Controlling, or under the same Control as, such Party;

“Control” means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise and, for the avoidance of doubt, owning more than 50% (fifty per cent.) of the shares of an entity would constitute Control and “Controlling” and “Controlled” shall be construed accordingly;

“Delisting Event” means any event as a result of which the Company ceases to be a publicly listed company and/or the Shares cease to be listed on a recognised stock exchange;

“Depositary” means Société Générale Securities Services;

“Encumbrance” means any encumbrance, debenture, mortgage, blocking order, court decision, court order, leases, subleases, preliminary agreements on the conclusion of sub-leases, arrest, execution order, order preventing the sale of any assets, charge, pledge, lien, restriction, assignment, hypothecation, security interest, title retention or any other agreement or arrangement the effect of which is the creation of security, or any other interest, equity or other right of any person (including any right to acquire, option, right of first refusal or right of pre-emption), or any agreement or arrangement to create any of the same;

“Exercise Period” has the meaning ascribed to it in Part 1 (Terms and Conditions of Warrants) of Schedule 5 (Warrants Terms and Conditions);

“Exercise Price” means the price at which the Warrants are exercised, as set out in Part 1 (Terms and Conditions of Warrants) of Schedule 5 (Warrants Terms and Conditions);

[“Existing Shares” means the 209,007,475 (two hundred nine million seven thousand four hundred seventy-five) issued and outstanding shares of EUR 0.01 par value each in the share capital of the Company, making up the entire issued share capital of the Company as of the Signing Date and composed of 209,007,475 (two hundred and seven million, seven hundred and seven thousand, four hundred and seventy-five) Ordinary Shares;] [Note to draft : To be updated, as the case may be, at signing]

“Expiration Date” means 4 January 2036, which is the date on which the Warrants will expire;

“Illegal Activities” means any of the following illegal activities or activities carried out for illegal purposes according to applicable laws in any of the following areas: (i) fraud, corruption, coercion, collusion or obstruction, (ii) money laundering, financing of terrorism or tax crimes each as defined in the AML Directives, and (iii) fraud and other illegal activity against the financial interests of the European Union as defined in the PIF Directive;

“Inside Information” has the meaning ascribed to this term in article 7 of MAR with reference to the Company or its financial instruments;

“Issuance” means, in respect of the Warrants, the issue of the corresponding Warrants;

“Issuance Date” means, in respect of the Warrants, the date on which the Issuance of the corresponding Warrants shall occur;

“MAR” means Regulation (EU) no 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation), as amended from time to time;

“New Shares” has the meaning ascribed to it in Part 1 (Terms and Conditions of Warrants) of Schedule 5 (Warrants Terms and Conditions);

“Ordinary Shares” means the ordinary shares of the Company;

“PIF Directive” means Directive (EU) 2017/1371 of the European Parliament and of the Council of 5 July 2017 on the fight against fraud to the European Union’s financial interests by means of criminal law as amended, supplemented or restated;

“Positive Conditions” means the conditions set out in Clause 5;

“Register” means the share transfer register and shareholders’ individual accounts (registre de mouvement de titres et comptes individuels d’actionnaires) of the Company and maintained by the Depositary;

“Sanctioned Person” means any individual or entity (for the avoidance of doubt, the term entity includes, but is not limited to, any government, group or terrorist organisation) who is a designated target of, or who is otherwise a subject of, Sanctions (including, without limitation, as a result of being owned or otherwise controlled, directly or indirectly, by any individual or entity, who is a designated target of, or who is otherwise a subject of, Sanctions);

“Sanctions” means the economic or financial sanctions laws, regulations, trade embargoes or other restrictive measures (including, in particular, but not limited to, measures in relation to the financing of terrorism) enacted, administered, implemented and/or enforced from time to time by any of the following:

“Shares” means (i) the Existing Shares, as well as (ii) any new share to be issued by the Company from time-to-time (including upon exercise of the Warrants);

“Signing” means the signing of this Agreement by the Parties to it;

“Signing Date” means the date of this Agreement;

“Subscription” means, in respect of the Warrants, the subscription of all the corresponding Warrants through (i) the delivery by the Subscriber of the Subscription Form, pursuant to its obligations set out in Part 3 (Completions obligations) of Schedule 2 (Signing, Issuance and Completion obligations) and (ii) the full payment by the Subscriber of the Subscription Price of such Warrant;

“Subscription Form” means a subscription form substantially in the form set out in Part 2 (Subscription form of Warrants) of Schedule 5 (Warrants Terms and Conditions);

“Subscription Price” means the total amount of EUR 0.01 per Warrant;

“Subsidiary” means an entity of which the Issuer has direct or indirect Control;

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

“Terms and Conditions” means the terms and conditions set forth in Part 1 (Terms and Conditions of Warrants) of Schedule 5;

“Transaction” means the issuance by the Company of, and Subscription by the Subscriber for, the Warrants;

“Warrantholder” means any holder of Warrants; and

“Warrants” means the [15,677,573] [Note to draft: to be reduced on the basis of the actual number of Remaining EIB Warrants held by the Bank prior to the Completion Date, if any, on the basis of an exchange ratio of 6.4130 New EIB Warrants for 1 Remaining EIB Warrant.] warrants to be issued pursuant to this Agreement.

The Subscription Price for the Warrants shall be payable by the Subscriber on the Completion Date to the Company through the setting off of the receivable owned by the Subscriber against the Company under the Arrangement Fee, which is valid, due and payable.

The Company shall pay to the Bank the Arrangement Fee on the Completion Date, solely through the setoff with the Subscription Price relating to the Warrants, in consideration of the Bank’s services in connection with the arrangement and administrative procedures relating to the Subscription.

This Agreement ceases to have effect when the Subscriber has exercised all of the Warrants, or when all the Warrants have been cancelled in accordance with the terms of this Agreement.

and each Party shall use all reasonable endeavours to prevent the use or publication or disclosure of any such confidential information.

a public announcement or circular regarding the existence or the subject matter of the Agreement, unless it has first obtained each other Party’s written permission (that permission not to be unreasonably withheld or delayed).

A Party that is required to make or send an announcement or circular in the circumstances contemplated by Clause 10.5(i) or 10.5(ii) must, before making or sending the announcement or circular, consult with each other Party and take into account each other Party’s requirements as to the timing, content and manner of making the announcement or circular to the extent it is permitted to do so by applicable law or regulation and to the extent it is reasonably practicable to do so.

For the avoidance of doubt, the Company shall disclose the existence and key terms of this Agreement on the Signing Date pursuant to laws and regulations.

The address and electronic mail address (and the department or officer, if any, for whose attention the communication is to be made) of each party for any communication to be made or document to be delivered under or in connection with this Agreement is:

The Subscriber and the Company shall promptly notify the other party(ies) in writing of any change in their respective communication details.

Unless otherwise agreed in writing with the Subscriber, the Company shall bear its own costs and expenses and the Subscriber’s reasonable and duly documented costs and expenses (including legal, accountancy and other advisers and any exchange charges with prior information of the Company related to such costs) necessary for the preservation of its rights in relation to the preparation, negotiation, execution, implementation, enforcement and termination of this Agreement (including each Subscription Form) or any ancillary documents, any amendment, supplement or waiver in respect of this Agreement or any ancillary document.

Payments to be made by the Company shall be made in EUR, unless otherwise agreed in writing with the Subscriber.

Each obligation under this Agreement which has not been fully performed by Completion remains in force after such Completion.

This Agreement shall be governed by, interpreted and enforced in accordance with, the laws of France, and the Parties irrevocably submit to the exclusive jurisdiction of the Paris Courts for the purposes of hearing and determining any disputes arising hereunder.

[Signature page to follow]

Executed electronically on [·] 2026.

Schedule 1

The Company

Schedule 2

Signing, Issuance and Completion obligations

Part 1

Signing obligations

Part 2

Issuance obligations

Part 3

Completion obligations

Schedule 3

Company Certificate

[on the Company’s letterhead]

From: Inventiva S.A.

To: European Investment Bank

The undersigned, Inventiva, a société anonyme à conseil d’administration organized under the laws of France, having its registered office at 50, rue de Dijon, 21121 Daix, France and registered with the Registry of Commerce and Companies of Dijon under number 537 530 255, represented by [_____], duly authorised,

Declares, after due inquiry, that, on the date hereof, the Company did not reveal any Inside Information to the Subscriber, save where under the MAR, the Company can delay the disclosure to the market of the relevant information.

Capitalized terms not defined herein shall have the meaning ascribed to them in the Subscription Agreement entered into between European Investment Bank and Inventiva S.A. on [·].

Done in [_____], in two originals, one being kept by the signatory who acknowledges it,

On [Completion Date]

Schedule 4

Company Warranties

The Company:

This Agreement constitutes obligations binding on the Company in accordance with its terms.

Except as expressly provided for in this Agreement, no approval, waiver, registration, consultation or notification is required to be obtained or made by the Company in connection with the execution, performance or enforceability of the Agreement entered into or to be entered into by it.

Neither the execution by the Company of the Agreement and the other documents to be executed by it pursuant to this Agreement nor the performance by the Company of any of its obligations under the Agreement violates or conflicts or will violate or conflict with:

The Company is properly incorporated and validly existing under the laws of France and its Subsidiaries are properly incorporated and validly existing under the laws of the respective countries in which they are incorporated. The Company and its Subsidiaries have all requisite corporate powers and authority to own their assets and to conduct the business carried on by them.

The Company is not insolvent nor unable to pay its debts as they fall due (en état de cessation des paiements), nor is subject to any proceedings in relation to any compromise or arrangements with creditors or any winding up, bankruptcy or other insolvency proceedings, including any proceedings with a view to the prevention or resolution of business difficulties, nor to any judgment or dissolution, liquidation, bankruptcy or receivership.

The Existing Shares, which comprise the whole of the issued share capital of the Company as at the Signing Date (not including any new shares of the Company which may be issued upon the exercise of outstanding stock options, the warrants, bons de souscription de parts de créateur d’entreprise (BSPCE), pre-funded warrants (PFW) or upon the definitive acquisition of free shares granted to employees of the Company or of its Subsidiaries, as the case may be), have been properly issued and credited to the shareholders’ account and are fully paid or credited as fully paid. As of today, the share capital of the Company is listed on the regulated market of Euronext in Paris (ISIN: FR0013233012) and American Depositary Shares issued in relation to the shares issued by the Company are registered with the Nasdaq market. The Warrants will be free of any Encumbrances, including the pre-emptive rights of the Company’s shareholders.

As of the Signing Date, the Completion Date and the Issuance Date, the ordinary shares are the only class of shares issued by the Company.

As of the Issuance Date, the Warrants shall have been properly issued and credited to the Bank’s securityholder’s account.

The Company is not at present undertaking any re-organisation or merger or exchange of its Shares with or contribution of its Shares to any other company or otherwise changing its capital structure, except for the transactions that are mentioned in this Agreement.

No funds invested in the Company or in a Subsidiary are of illicit origin, including products of money laundering or linked to the financing of terrorism. The origin and source of the funds used by the Company to satisfy its payments obligations under the transactions contemplated in this Agreement is legal and does not come from an activity that is contrary to applicable laws relating to the fight against money laundering, financing of terrorism and Sanctions regulations and the Company is in compliance with all such applicable Laws. The Company shall promptly inform the Bank if at any time it becomes aware of the illicit origin of any such funds.

The Company shall not, directly or indirectly:

The Company and its Subsidiaries are in compliance with all applicable European Union and national legislation, regarding Illegal Activities.

The Company and its Subsidiaries are not engaged in any Illegal Activities and to the best of its knowledge no Illegal Activities have occurred in connection with the Company and its Subsidiaries.

The Company is not a Sanctioned Person and is not in breach of any Sanctions.

The Company complies with French and European Union securities legislation and regulations, including MAR, applicable to it in relation to the disclosure of information as of the date of its public disclosure or the date it should have been disclosed to the public (save where under the MAR, the Company can delay the disclosure to the market of the relevant information), as applicable.

Schedule 5

Warrants Terms and Conditions

Part 1

Terms and Conditions of Warrants

The Company has decided/will decide to issue and the Subscriber has decided/will decide to subscribe for Warrants on the Completion Date which shall be exercisable in accordance with clause 3.4 below.

The Warrants shall be governed by articles L. 228-91 and seq. of the French Commercial Code and by the Terms and Conditions as set forth below.

“Agreement” means the subscription agreement for warrants dated [·] 2026 entered into between the Subscriber and the Company and any Schedule to it, including these terms and conditions;

“Bank” means the EIB;

“Business Day” means a day (other than a Saturday or Sunday) on which the Bank and commercial banks are open for general business in France and in Grand Duchy of Luxembourg;

“Control” means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise and, for the avoidance of doubt, owning more than 50% (fifty per cent.) of the shares of an entity would constitute Control, and “Controlling” and “Controlled” shall be construed accordingly;

“Company” means Inventiva, a société anonyme à conseil d’administration, organized under French law, having its registered office at 50, rue de Dijon, 21121 Daix, France, registered with the Trade and Companies Register of Dijon under number 537 530 255;

“Completion” means, with respect to the Warrants, the date of the effective Subscription by the Subscriber, i.e., full payment of the Subscription Price of the corresponding Warrants by the Subscriber pursuant to Clause 2 (Subscription) and delivery by the Subscriber of its Subscription Form pursuant to its obligations set out in Part 3 (Completion obligations) of Schedule 2 (Signing, Issuance and Completion obligations);

“Completion Date” means the date on which Completion has occurred;

“EIB” means the European Investment Bank, created pursuant to the Treaty on the Functioning of the European Union, whose registered office is at 98-100, boulevard Konrad Adenauer, L-2950 Luxembourg, Grand-Duchy of Luxembourg;

“Exercise Period“ has the meaning ascribed to it in Clause 3.4 (Exercise Period and Exercise Price);

“Exercise Price” has the meaning ascribed to it in Clause 3.4 (Exercise Period and Exercise Price);

“Exercise Notice” has the meaning ascribed to it in Clause 3.4 (Exercise Period and Exercise Price);

“Exercise Ratio” has the meaning ascribed to it in Clause 3.2 (Exercise ratio);

[“Existing Shares” means the 209,007,475 (two hundred nine million seven thousand four hundred seventy-five) issued and outstanding shares of EUR 0.01 per value each in the share capital of the Company, making up the entire issued share capital of the Company as of the Signing Date and composed of 209,007,475 (two hundred nine million seven thousand four hundred seventy-five) Ordinary Shares;] [Note to draft: to be updated, as the case may be, at signing]

“Expiration Date” means 4 January 2036, which is the date on which the Warrants will expire;

“Group Company” means the Company and its Subsidiaries;

“Issuance” means, in respect of the Warrants, the issue of the corresponding Warrants;

“Issuance Date” means, in respect of the Warrants, the date on which the Issuance of the Warrants shall occur;

“Lock-up Period” has the meaning ascribed to it in Clause 3.4 (Exercise Period and Exercise Price);

“Masse” has the meaning ascribed to it in Clause 5 (Representations of the Warrantholder);

“Masse Representative” has the meaning ascribed to it in Clause 5 (Representations of the Warrantholder);

“New Shares” has the meaning ascribed to it in Clause 3.2 (Exercise ratio);

“Ordinary Shares” means the ordinary shares of the Company;

“Related Transferee” means the European Investment Fund (EIF) or any institution of the European Union and any vehicle or similar entity controlled by the EIB, the EIF or any institution of the European Union;

“Securities” means any valeur mobilière donnant accès au capital or other securities giving the right, immediately or on a due date, to subscribe or otherwise acquire Shares, including but not limited to stock options (options de souscription ou d’achat d’actions), redeemable shares, warrants and founders’ warrants, subscription rights attached to shares or to such securities and any right whatsoever to receive Shares or such securities;

“Shares” means (i) the Existing Shares, as well as (ii) any new share to be issued by the Company from time-to-time (including upon exercise of the Warrants);

“Signing Date” means the signing date of the subscription agreement for warrants entered into between the Subscriber and the Company;

“Subscription” means, in respect of the Warrants, the subscription of all the corresponding Warrants;

“Subscription Form” means a subscription form substantially in the form set out in Part 2 (Subscription form of Warrants) of this Schedule 5 (Warrants Terms and Conditions);

“Subsidiary” means an entity of which the Company has direct or indirect Control;

“Subscription Price” means the total amount of EUR 0.01 per Warrant;

“Terms and Conditions” means the terms and conditions of the Warrants set out in Part 1 (Terms and Conditions of Warrants) of this Schedule 5 (Warrants Terms and Conditions);

“Warrantholder” means any holder of Warrants; and

“Warrants” means, together, the warrants to be issued pursuant to this Agreement and any additional warrants issued by the Company and subscribed by the Subscriber in accordance with the terms of the Agreement, such Warrants being governed by the Terms and Conditions.

In accordance with article L. 228-103 of the French Commercial Code, the Warrantholders shall be grouped in a masse (the “Masse”) with legal status as provided by applicable law, provided there is more than one (1) Warrantholder.

The Masse shall be represented by a person (the “Masse Representative”) designated by the general assembly of the Warrantholders in compliance with applicable law.

The provisions in relation to the Masse, the Masse Representative and the general assembly of the Warrantholders under article L. 228-103 shall be applicable to the Warrants.

So long as the Warrants are held by one Warrantholder, such Warrantholder shall personally exercise the rights granted to the Masse Representative and the general assembly of the Warrantholders.

If insolvency proceedings (including sauvegarde, sauvegarde accélérée, or redressement judiciaire) are opened in respect of the Company, the timeframe for exercising the right to be awarded a portion of the share capital will be open from the time of the judgment approving the safeguard plan or continuation plan, at the option of the Warrantholder, and under the conditions set out in such plan, in accordance with article L. 228-106 of the French Commercial Code.

The Company may not amend the Terms and Conditions, in any manner whatsoever, unless the prior consent of the Warrantholder on the proposed amendments is obtained by the Company and which may be subject to the approval of the shareholders. Notice of any such amendments shall be given to the Warrantholder in accordance with Clause 8 (Notices).

The address and electronic mail address (and the department or officer, if any, for whose attention the communication is to be made) of each party for any communication to be made or document to be delivered under or in connection with the Terms and Conditions is:

Part 2

Subscription form of Warrants

INVENTIVA S.A.
Société Anonyme with a share capital of EUR [·]
Registered office: 50, rue de Dijon, 21121 Daix, France
537 530 255 RCS Dijon

(the “Company”)

SUBSCRIPTION FORM

By its decisions of [               ], the board of directors of the Company, acting upon delegation of the extraordinary shareholders’ general meeting of the Company held on [               ], decided the issuance of a maximum of [               ] Warrants, the terms and conditions of such Warrants being attached to this subscription form (the “Warrants”).

We, the undersigned, acting in our capacities as duly authorised signatories of the European Investment Bank, after having acquainted ourselves with the terms and conditions of the issuance and exercise of the Warrants described in the documentation delivered to us and in the current subscription form,

Declare that the European Investment Bank hereby subscribes, for its behalf and on its own account, [               ] Warrants issued by the Company representing a total subscription price equal to EUR [               ] to be fully paid up against a valid, due and payable receivable (créance liquide et exigible) which it owns against the Company.

[This subscription form is signed electronically, with qualified signatures via the DocuSign electronic signature platform, in accordance with the provisions of regulation No. 910/2014/EU on electronic identification and trust services for electronic transactions in the internal market, known as the “eIDAS” regulation.]

Done in Luxembourg,

[In three (3) originals, two (2) being kept by the signatory who acknowledges it, / one (1) electronic copy]

On ______________________

NB: the Subscriber shall add the following handwritten mention before his signature “Bon pour la souscription de [                   ] ([                           ]) Bons de Souscription d’Actions / Subscription of [                   ] ([                        ]) Warrants confirmed”

Part 3

Form of Exercise Notice

From: [             ], [               ], (the “Warrantholder”)

To: Société Générale Securities Services, as Depositary

Cc: Inventiva S.A., as the Company

Re: Exercise Notice of Warrants

Dear Sirs

We refer to the terms and conditions of the Warrants issued by the Company on [               ] (the “Terms and Conditions”).

Unless otherwise defined in this letter, words and expressions defined in the Terms and Conditions have the same meaning when used in this letter.

We inform you of our intention to exercise [               ] Warrants on[               ] in accordance with the terms and procedures set out in the Terms and Conditions, giving right to receive [_________] New Shares from the Company.

[We also inform you that we shall be substituted by [name of the transferee] in the subscription of such [                  ] New Shares and, accordingly, [name of the substitute] shall immediately receive such [               ] New Shares upon issuance.]¹

The aggregate Exercise Price for the exercise of these [________] Tranche [A/B] Warrants amounts to [                   ] (EUR [                     ]) to be paid by [the Warrantholder]/[name of the substitute]² in cash by wire transfer to the bank account of the Company or by way of offset against a valid, due and payable receivable owned by [the Warrantholder]/[name of the substitute]³ against the Company.

[Warrantholder]

Name: [                     ]

Title: [                     ]

¹       Note: only if the Warrantholder is substituted in the subscription of the New Shares.

²       Note: only if the Warrantholder is substituted in the subscription of the New Shares.

³       Note: only if the Warrantholder is substituted in the subscription of the New Shares.

Part 4

A. Adjustment to the Exercise Ratio pursuant to articles L. 228-98 and L. 228-99 al 2, 3° of the French Commercial Code

The Exercise Price and/or the number of New 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 and to the Terms and Conditions.

In accordance with the provisions of article L. 228-98 of the French Commercial Code:

In accordance with article R. 228-92 of the French Commercial Code, if the Company decides to carry out an issuance, in whatever form, of new shares or securities giving access to the share capital with preferential subscription rights reserved to its shareholders, to distribute reserves, in cash or in kind, or paid in capital or to modify the allocation of profits through the creation of preferred shares, it will inform (to the extent required by applicable regulations) the holders of Warrants by registered letter with acknowledgment of receipt.

If the Company is absorbed by a company or merges with (fusions) one or several other companies to participate in the incorporation of a new entity, or proceed with a split (scission), the Warrantholders 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.

B. Adjustments of the exercise ratio in the case of financial transactions implemented by the Company

After completion of any of the following transactions and so long as any Warrants are outstanding:

which the Company may carry out after the issuance of the Warrants, and whose Record Date (as defined below) occurs prior to the delivery date of the shares issued or delivered upon the exercise of the Warrants, the rights of the holders of the Warrants will be maintained up to but excluding the delivery date of the shares by means of an adjustment to the exercise ratio, in accordance with the provisions set out below.

The “Record Date” is the date on which the ownership of the shares of the Company is established in order to determine which shareholders to whom a distribution, attribution, or an allotment, announced or approved on or before such date, should be paid, delivered or carried out.

Such adjustment will be carried out so that, to the nearest hundredth of a share, the value of the shares that would have been delivered if the Warrants had been exercised immediately before the completion of any of the transactions mentioned above, is equal to the value of the shares to be delivered upon the exercise of the Warrants immediately after the completion of such a transaction.

In the event of adjustments carried out in accordance with paragraphs (a) to (j) below, the new exercise ratio will be calculated to two decimal places by rounding to the nearest thousandth (with 0.005 being rounded upwards to the nearest thousandth, i.e., 0.01). Any subsequent adjustments will be carried out on the basis of such newly calculated and rounded exercise ratio. However, because the Warrants may only result in the delivery of a whole number of shares, fractional entitlements will be settled as specified below in paragraph “Treatment of fractional entitlements”.

For the calculation of this ratio, the prices of the shares after detachment of the preferential subscription right and of the preferential subscription rights will be equal to the arithmetic mean of the opening prices quoted on Euronext Paris as reported by Bloomberg L.P. (or, in the absence of a listing on Euronext Paris, on any other regulated or similar market on which the Company’s shares or the preferential subscription rights are listed) during all trading days included in the subscription period during which the Shares and the subscriptions rights are simultaneously listed. If the shares are not listed anymore, the price of the shares shall be determined by an internationally recognised independent expert chosen by the Company and acceptable for the Subscriber and which expert shall at least have an office in Luxembourg and/or in France.

For purposes of the calculation of this ratio:

For purposes of the calculation of this ratio:

In the event of a free distribution to the Company’s shareholders of securities other than shares of the Company the new exercise ratio will be determined by multiplying the exercise ratio in effect prior to the commencement of the relevant transaction by the following ratio:

For purposes of the calculation of this ratio:

the price of the share ex-free distribution right will be determined on the basis of the volume-weighted average of the prices quoted on Euronext Paris (or, in the absence of a listing on Euronext Paris, on another regulated or similar market on which the shares ex-free distribution rights are listed) of the shares ex-free distribution rights during the first three trading days (jours de bourse) following the date on which the Company shares are traded ex-free distribution right; If the shares are not listed anymore, the price of the shares shall be determined by an internationally recognised independent expert chosen by the Company and acceptable for the Subscriber and which expert shall at least have an office in Luxembourg and/or in France. and

The new exercise ratio will be determined by multiplying the exercise ratio in effect prior to the commencement of the relevant transaction by the exchange ratio of shares in the Company to the shares of the acquiring or new company or the beneficiary companies of a spin-off. These companies will be automatically substituted for the Company with respect to its obligations towards the holders of the Warrants.

For purposes of this calculation:

For purposes of the calculation of this ratio:

Notwithstanding the foregoing, if such preferred shares are issued with preferential subscription rights maintained or by way of a free distribution of warrants to purchase such preferred shares, the new exercise ratio will be adjusted pursuant to paragraphs (a) or (e) above.

In the event that preference shares are created which do not modify the Company’s profit distribution, any adjustment to the exercise ratio will be determined, if necessary, by an internationally recognised independent expert chosen by the Company and acceptable for the Subscriber and which expert shall have at least an office in Luxembourg and/or in France.

For purposes of calculating this ratio, the share price before redemption will be equal to the volume-weighted average price of the Company’s shares quoted on Euronext Paris (or, if the shares are not listed on Euronext Paris, on another regulated or similar market on which the shares are listed) during the last three trading days (jours de bourse) preceding the date on which the shares are traded ex-redemption. If the shares are not listed anymore, the price of the shares before redemption shall be determined by an internationally recognised independent expert chosen by the Company and acceptable for the Subscriber and which expert shall have at least an office in Luxembourg and/or in France.

Other adjustments:

In the event that the Company carries out transactions for which an adjustment was not made under paragraphs (a) to (j) above and where further legislation or regulation require an adjustment in the event of subsequent legislation or regulations modify the adjustments referred to in paragraphs (a) to (j) above, the Company will proceed with the adjustment in accordance with legislative or regulatory provisions and usual practices on the French market.

Part 5

Definition of EURIBOR

“EURIBOR” means:

(the period for which the rate is taken or from which the rates are interpolated being the “Representative Period”).

For the purposes of paragraphs (a) to (c) above,

If such Screen Rate is not so published, the Subscriber shall request the principal euro-zone offices of four major banks in the euro-zone, selected by the Subscriber, to quote the rate at which EUR deposits in a comparable amount are offered by each of them as at approximately 11h00, Brussels time, on the Reset Date to prime banks in the euro-zone interbank market for a period equal to the Representative Period. If at least 2 (two) quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations.

If at least 2 (two) quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations. If no sufficient quotations are provided as requested, the rate for that Reset Date will be the arithmetic mean of the rates quoted by major banks in the euro-zone, selected by the Subscriber, at approximately 11:00 a.m., Brussels time, on the day which falls 2 (two) Relevant Business Days after the Reset Date, for loans in EUR in a comparable amount to leading European banks for a period equal to the Representative Period.

The Subscriber shall inform the Borrower without delay of the quotations received by the Subscriber.

All percentages resulting from any calculations referred to in this Schedule will be rounded, if necessary, to the nearest one thousandth of a percentage point, with halves being rounded up.

If any of the foregoing provisions becomes inconsistent with provisions adopted under the aegis of EMMI (or any successor to that function of EMMI as determined by the Subscriber) in respect of EURIBOR, the Subscriber may by notice to the Borrower amend the provision to bring it into line with such other provisions.

If the Screen Rate becomes permanently unavailable, the EURIBOR replacement rate will be the rate (inclusive of any spreads or adjustments) formally recommended by (i) the working group on euro risk-free rates established by the European Central Bank (ECB), the Financial Services and Markets Authority (FSMA), the European Securities and Markets Authority (ESMA) and the European Commission, or (ii) the European Money Market Institute, as the administrator of EURIBOR, or (iii) the competent authority responsible under Regulation (EU) 2016/1011 for supervising the European Money Market Institute, as the administrator of the EURIBOR, (iv) the national competent authorities designated under Regulation (EU) 2016/1011, or (v) the European Central Bank.

If no Screen Rate and/or the EURIBOR replacement rate is available as provided above, EURIBOR shall be the rate (expressed as a percentage rate per annum) which is determined by the Subscriber to be the all-inclusive cost to the Subscriber for the funding of the relevant Tranche based upon the then applicable internally generated Subscriber reference rate or an alternative rate determination method reasonably determined by the Subscriber.

Schedule 6.2.2
Form of transfer confirmation

We, Société Générale Securities Services, acting in our capacity as registrar (the “Registrar”) of Inventiva S.A. a société anonyme à conseil d’administration organised under French law, having its registered office at 50, rue de Dijon, 21121 Daix, France, registered with the Trade and Companies Register of Dijon under number 537 530 255 (the “Company”), hereby certify that:

Accordingly, as of the date hereof, the Repurchased EIB Warrants are no longer outstanding and are not recorded in the Company’s securities register.

This certificate is issued for the purpose of the Master Agreement dated 1 June 2026 and may be relied upon by the relevant parties in connection therewith.

Date: [●]

For and on behalf of

Société Générale Securities Services,

in its capacity as Registrar

Name:
Title:
Signature:

Schedule 8.1
Warranties of the Company

The Company complies with French and European Union securities legislation and regulations, including MAR, applicable to it in relation to the disclosure of information as of the date of its public disclosure or the date it should have been disclosed to the public, as applicable.