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CORRESP

 Gibson, Dunn & Crutcher LLP

 One
Embarcadero Center, Suite 2600

 San Francisco, CA 94111-3715

www.gibsondunn.com

Ryan Murr

 Direct: +1 415.393.8373

Mobile: +1 858.232.0349

 RMurr@gibsondunn.com

 VIA ELECTRONIC MAIL AND EDGAR FILING

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Mergers and Acquisitions

 100
F Street NE

 Washington, D.C. 20549

 Attention:
Mr. Shane Callaghan

 September 3, 2025

Re:
 LAVA Therapeutics N.V.

Schedule TO-T Filed August 15, 2025

File No. 005-92425

Dear Mr. Shane Callaghan:

 On behalf of
XOMA Royalty Corporation (“Purchaser”), please find responses to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated August 26, 2025 (“Letter”), with respect to its Schedule TO-T originally filed on August 15, 2025 (the “Schedule
TO”) and the Offer to Purchase, dated August 15, 2025 (as amended and supplemented to date, the “Offer to Purchase” and, together with the Schedule TO, the “Tender Offer Materials”). Concurrently
with delivery of this letter, Purchaser has filed an amendment to the Schedule TO (the “Schedule TO Amendment”), which reflects revisions to address the Staff’s comments. The revisions included in the Schedule TO Amendment
are intended to address the Staff’s comments and provide other clarifications requested by the Staff thereby.

 For your convenience,
we have restated below in bold each comment from the Letter and supplied our responses immediately thereafter. Unless otherwise specified, all references to page numbers and captions correspond to the Schedule TO Amendment and all capitalized terms
used but not defined herein have the same meaning as in the Tender Offer Materials.

 Schedule TO-T Filed
August 15, 2025

 General

1.
 We note on page 4 that the events which trigger a contractual right to receive the contingent payments
specified in the CVR Agreement include, among other things, “75% of the net proceeds . . ., if any, from any Disposition of CVR products occurring following the Closing . . .” (emphasis added). Please revise to explain the meaning of
“CVR products,” such that LAVA shareholders can readily identify the related LAVA products and the scope of potential payments from the CVR.

Response: We have revised the Offer to Purchase on pages 4 and 58 to include the definition of “CVR Products” set
forth in Exhibit (d)(3) of the Schedule TO, as follows:

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 As used herein, “CVR Products” means (i) each of the product or product
candidates developed or commercialized by LAVA, its affiliates or their respective (sub)licensees and known as EGFRd2 (PF-8046052) or JNJ-89853413; (ii) each other
product or product candidate discovered, developed, or commercialized pursuant to LAVA’s Existing Partnership Agreements; and (iii) any other product, product candidate or other research program being researched or developed by the LAVA as of
the Closing, including the product or product candidate known as LAVA-1266.

2.
 Please disclose the information required by Item 1008(a) and (b) of Regulation M-A for Purchaser and each person specified in General Instruction C to Schedule TO.

Response: We have revised the Offer to Purchase on page 44 to include the following additional disclosure in response to the
Staff’s comment, as follows:

 In the past sixty (60) days, Purchaser has not effected any transaction in the LAVA Shares. As of
the date of this Offer to Purchase, Purchaser does not own any LAVA Shares. Except as otherwise described in this Offer to Purchase, none of Purchaser, any majority-owned subsidiary of Purchaser or, to the knowledge of Purchaser after making
reasonable inquiry, any of the Item 3 Persons or any associate of the subject company (A) beneficially owns or has any right to acquire, directly or indirectly, any LAVA Shares; or (B) has effected any transaction in the Shares during the
past 60 days. Except as otherwise described in this Offer to Purchase, neither Purchaser nor, to the knowledge of Purchaser after making reasonable inquiry, any of the Item 3 Persons, has any contract, arrangement, understanding or relationship with
any other person with respect to any securities of LAVA, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of loans, guarantees against loss, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

3.
 We note that the principal business of Purchaser, as described on page
A-1, is solely “to consummate the Offer and effect the Post-Offer Reorganization pursuant to the Purchase Agreement, and to perform its obligations under the CVR Agreement following the Post-Offer
Reorganization.” However, the disclosure offered in response to Item 3 of Schedule TO states that the primary business of Purchaser is “as a biotech royalty aggregator with a sizable portfolio of economic rights to future potential
milestone and royalty payments associated with partnered commercial and pre-commercial therapeutic drug candidates.” Please revise to address this apparent discrepancy. See Item 1003(b) of Regulation M-A.

 Response: We have amended and restated Schedule A of the Offer to
Purchase to conform the description of the Purchaser’s principal business in response to the Staff’s comment, as set forth on Annex A hereto.

4.
 It appears that Schedule A to the Offer to Purchase does not include any of the Purchaser’s directors.
Please revise to provide the information specified by Item 1003(c) of Regulation M-A for each of Purchaser’s directors, or otherwise advise. See General Instruction C to Schedule TO.

 Response: We have amended and restated Schedule A of the Offer to Purchase to include Purchaser’s
directors in response to the Staff’s comment, as set forth on Annex A hereto.

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5.
 In determining the filing fee in Exhibit 107 to the Schedule TO, we note that you have calculated the
transaction value only based on the Base Price Per Share ($1.16 per Share). Given that the Offer Consideration includes non-cash consideration (i.e., the CVR), please recalculate the filing fee based on the
market value of the Shares, or otherwise advise. See paragraphs (a)(4) and (d) of Rule 0-11.

Response: We have amended Exhibit 107 to recalculate the filing fee based on the market value of the Shares in response to the
Staff’s comment.

 Summary of the Purchase Agreement and Certain Other Agreements, page 45

6.
 On page 58, we note that the Support Agreements were signed by “certain of LAVA’s directors and
executive officers.” Please revise to specify which of LAVA’s directors and executive officers signed the Support Agreement. See Item 5 of Schedule TO and Item 1005(b) of Regulation M-A.

 Response: We have revised the Offer to Purchase on page 58 to identify LAVA’s directors and executive
officers that signed support agreements, as follows:

 In connection with the execution of the Purchase Agreement, Purchaser entered into
tender and support agreements (the “Support Agreements”) with LAVA’s directors and executive officers, including (i) Kapil Dhingra, (ii) Stephen Hurly, (iii) Jay T. Backstrom, (iv) Peter A. Kiener,
(v) James J. Noble, (vi) Christy J. Oliger, (vii) Mary E. Wadlinger, (viii) Karen J. Wilson, (ix) Fred Powell, (x) Charles Morris, and (xi) Amy Garabedian (the “Support Agreement Parties”). The
Support Agreements require the signatories, among other things, to tender their respective Shares in the Offer and to vote in favor of all resolutions proposed for adoption by LAVA’s shareholders in accordance with the Offer’s terms at
the EGM or any subsequent EGM. The Shares subject to the Support Agreements comprise approximately 0.5% of the outstanding Shares as of August 14, 2025. The Support Agreements will terminate upon certain circumstances, including upon
termination of the Purchase Agreement or upon an Adverse Recommendation Change (as defined in the Purchase Agreement).

 Conditions of the Offer,
page 59

7.
 We note that the Minimum Tender Condition will be reduced from at least one Share more than 80% of the
number of Shares that are issued and outstanding as of the expiration of the Offer to 75% “under specified conditions.” Please specify the circumstances that would result in the Minimum Tender Condition being reduced from 80% to 75%.

 Response: We have revised the Offer to Purchase on page 59 to set forth the circumstances that could result
in the Minimum Tender Condition being reduced from 80% to 75%, as follows:

 Notwithstanding any other term of the Offer or the Agreement,
Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser’s obligation to
pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), pay for any Shares tendered pursuant to the Offer or during the Subsequent Offering Period (and not theretofore accepted for payment or paid for) unless
there shall have been validly tendered in the Offer (and not properly withdrawn) prior to the expiration of the Offer that number of Shares that, represent at least one Share more than 80% of the number of LAVA common shares that are then issued and
outstanding as of the expiration of the Offer, which we refer as the Minimum Tender Condition; provided that that if (i) all of the Offer Conditions other than the Minimum Tender Condition have been satisfied or waived in accordance with the
Purchase Agreement, and (ii) Purchaser has extended the Offer on three (3) or more occasions in consecutive periods of ten (10) Business Days each in accordance with the Purchase Agreement, then in such case Purchaser may, its sole
discretion, reduce the Minimum Tender Condition to 75%.

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8.
 We note that the list of Offer conditions includes that “the Purchase Agreement shall have been
validly terminated in accordance with its terms.” Based on Annex I of the Purchase Agreement, it appears that you meant to say that the Purchase Agreement shall not have been validly terminated. Please revise, or otherwise advise.

 Response: We confirm to the Staff that the Offer Condition is that the Purchase Agreement shall
not have been validly terminated and have revised the Offer to Purchase on page 60 to clarify the Offer Condition related to the termination of the Purchase Agreement.

* * * * *

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 If you have any further questions or comments, or if you require any additional information,
please contact Ryan A. Murr of Gibson, Dunn & Crutcher LLP, by telephone at (415) 393-8373. Thank you for your assistance and attention to this matter.

Very truly yours,

By:

/s/ Ryan A. Murr

Ryan A. Murr

 Via e-mail:

cc:
 James J. Moloney, Gibson, Dunn & Crutcher LLP

Branden C. Berns, Gibson, Dunn & Crutcher LLP

Owen Hughes, XOMA Royalty Corporation

Maricel Montano, XOMA Royalty Corporation

 ANNEX A

 Exhibit 99.(a)(1)(E)

SCHEDULE A

 INFORMATION
CONCERNING MEMBERS OF THE BOARDS OF DIRECTORS AND

 THE EXECUTIVE OFFICERS OF PURCHASER.

1.
 XOMA Royalty Corporation

XOMA Royalty Corporation’s primary business is as a biotech royalty aggregator with a sizable portfolio of economic rights to future
potential milestone and royalty payments associated with partnered commercial and pre-commercial therapeutic drug candidates. In addition, XOMA Royalty Corporation intends to consummate the Offer and effect
the Post-Offer Reorganization pursuant to the Purchase Agreement, and to perform its obligations under the CVR Agreement following the Post-Offer Reorganization when New Topco is a wholly owned subsidiary of Purchaser as the surviving entity from
the Downstream Merger. The following table sets forth information about the executive officers of XOMA Royalty Corporation as of September 3, 2025.

 Name, Position

Country of Citizenship

 Present Principal Occupation or Employment;

Material Positions Held During the Past Five Years

 Owen Hughes

Chief Executive Officer; Director

Citizenship: United States

Mr. Hughes serves as Chief Executive Officer of XOMA Royalty Corporation. Mr. Hughes has served as the Chief Executive Officer of Sail Bio, Inc., a private biotechnology company focused on addressing toxic proteinopathies,
since February 2022 and served as the Chief Executive Officer and co-founder of Cullinan Oncology, Inc., a publicly-traded oncology company, from September 2017 to October 2021. Previously, Mr. Hughes
served as the Chief Business Officer and Head of Corporate Development at Intarcia Therapeutics, Inc., a biotechnology company focused on type II diabetes, from February 2013 to August 2017. Prior to his operating roles, Mr. Hughes spent 16
years on Wall Street in various capacities, including roles at Brookside Capital, an operating division of Bain Capital and Pyramis Global Advisors, a Fidelity Investments Company. Mr. Hughes has served on the board of directors of Ikena
Oncology, Inc., a publicly-traded oncology company, since December 2022. Mr. Hughes served on the board of directors of Radius Health, Inc., a publicly-traded biopharmaceutical company, from April 2013 to August 2022 until its sale to Gurnet
Point Capital and Patient Square Capital; Translate Bio, Inc., a messenger RNA therapeutics company, from July 2016 until its acquisition by Sanofi in September 2021; and FS Development Corp. II, a special purpose acquisition company sponsored by
Foresite Capital, from February 2021 to December 2021. Mr. Hughes received a B.A. in History from Dartmouth College. Mr. Hughes has significant experience with biopharmaceutical companies and brings the unique perspective of the Interim
Chief Executive Officer of Purchaser to the Board.

 Thomas Burns Senior

Vice President,
Finance and Chief
Financial Officer

Citizenship: United States

Mr. Burns serves as Senior Vice President, Finance and Chief Financial Officer Chief Financial Officer of XOMA Royalty Corporation. Mr. Burns joined Purchaser in August 2006 and since then has held various senior finance
and accounting roles, most recently as Vice President, Finance and Chief Financial Officer. Mr. Burns has over twenty-five years of experience in accounting and finance in both biotechnology and high-technology companies. Prior to his
employment with Purchaser, he held multiple senior financial management positions at high-tech companies including Mattson Technology, IntruVert Networks (acquired by McAfee), Niku Corporation (acquired by Computer Associates) and Conner Technology.
Mr. Burns received his Bachelor’s degree from Santa Clara University and his Masters of Business Administration from Golden Gate University.

 Name, Position

Country of Citizenship

 Present Principal Occupation or Employment;
Material
Positions Held During the Past Five Years

 Bradley Sitko

Chief Investment Officer Citizenship: United States

Mr. Sitko serves as Chief Investment Officer of XOMA Royalty Corporation. Mr. Sitko served as the Managing Director, Strategic Finance, at RTW Investments, LP from November 2019 to January 2023 and also served as a member
of the board of directors of such firm’s Irish collective asset-management vehicle (ICAV), RTW Investments ICAV, and was Chief Financial Officer of Ji Xing Pharmaceuticals Limited, a Shanghai-based biopharmaceutical company, incubated by RTW
Investments, LP. From March 2015 to November 2019, Mr. Sitko served as Vice President, Finance, Operations and Corporate Development of DNAnexus, Inc., a genetic data management company. Mr. Sitko also served as a Director at MTS Health
Partners, an investment bank, from October 2008 to March 2015. Mr. Sitko received a B.A. in History and Sociology of Science from the Universi