INDEMNITY AGREEMENTIndemnity Agreement • August 12th, 2021 • Avista Public Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 9, 2021, by and between Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and the “Indemnitee.”
20,000,000 Units Avista Public Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2021 • Avista Public Acquisition Corp. II • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 12th, 2021 • Avista Public Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 9, 2021, is entered into by and between Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Avista Acquisition LP II, a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENT AVISTA PUBLIC ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 9, 2021Warrant Agreement • August 12th, 2021 • Avista Public Acquisition Corp. II • Blank checks • New York
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • August 12th, 2021 • Avista Public Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 9, 2021, is made and entered into by and among Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Avista Acquisition LP II, a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
OPEN MARKET SALE AGREEMENTSMOmniAb, Inc. • December 8th, 2023 • Services-commercial physical & biological research • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 12th, 2021 • Avista Public Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 9, 2021 by and between Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 12th, 2021 • Avista Public Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 9, 2021, by and between Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Avista Acquisition LP II, a Cayman Islands exempted limited partnership (the “Purchaser”).
Avista Public Acquisition Corp. II 65 East 55th Street, 18th Floor New York, NY 10022Securities Subscription Agreement • June 17th, 2021 • Avista Public Acquisition Corp. II • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on February 12, 2021 by and between Avista Acquisition LP II, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
OMNIAB, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 28th, 2022 • Avista Public Acquisition Corp. II • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between OmniAb, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
Avista Public Acquisition Corp. II 65 East 55th Street, 18th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 12th, 2021 • Avista Public Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pu
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 7th, 2022 • OmniAb, Inc. • Services-commercial physical & biological research • California
This TRANSITION SERVICES AGREEMENT (this “Agreement”), effective as of the Distribution Time of the Separation and Distribution Agreement (as defined below) (the “Effective Date”), by and between OmniAb Operations, Inc., a Delaware corporation (“OmniAb” or “Provider”), and Ligand Pharmaceuticals Incorporated, a Delaware Corporation (“Ligand”). Each of Provider and Ligand may be referred to herein individually as a “Party” and collectively as the “Parties”.
OMNIAB, INC.OmniAb, Inc. • November 7th, 2022 • Services-commercial physical & biological research
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 30th, 2023 • OmniAb, Inc. • Services-commercial physical & biological research • California
This Change in Control Severance Agreement (“Agreement”) is made effective as of November 1, 2022, by and between OmniAb, Inc., a Delaware corporation (the “Company”), and Matthew W. Foehr (“Employee”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Amended and Restated License...License Agreement • July 26th, 2022 • Avista Public Acquisition Corp. II • Services-commercial physical & biological research • New York
lcagen, LLC (formerly known as Adjacent Acquisition Co., LLC; as assignee from lcagen, lnc., the party to the original License Agreement)
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • March 24th, 2022 • Avista Public Acquisition Corp. II • Blank checks • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 23, 2022, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (the “Company”), OmniAb, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“SpinCo”), Avista Public Acquisition Corp. II, a Cayman Islands exempted company (which will migrate to and domesticate as a Delaware corporation) (“Parent”), and Orwell Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”). “Party” or “Parties” means the Company, SpinCo, Parent or Merger Sub, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, the Separation Agreement or the Merger Agreement, shall have the meaning set forth in Section 1.1.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. ANTIBODY LICENSE AGREEMENTAntibody License Agreement • July 26th, 2022 • Avista Public Acquisition Corp. II • Services-commercial physical & biological research • New York
This Antibody License Agreement (“Agreement”) is entered into effective December 20, 2012 (“Effective Date”) by Open Monoclonal Technologies, Inc. (“OMT”), a Delaware corporation having its principal place of business at 2747 Ross Road, Suite A, Palo Alto, CA 94303 and CNA Development LLC (“Licensee”), a Delaware limited liability company, having its principal place of business at [***].
OFFICE/LABORATORY LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) AND LIGAND PHARMACEUTICALS INCORPORATED (TENANT)Office/Laboratory Lease • September 13th, 2022 • Avista Public Acquisition Corp. II • Services-commercial physical & biological research • California
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 24th, 2022 • Avista Public Acquisition Corp. II • Blank checks • Delaware
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of March 23, 2022, by and among Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Avista Acquisition LP II, a Cayman Islands exempted limited partnership (the “Purchaser”), and OmniAb, Inc., a Delaware corporation (“SpinCo”), and amends and restates in its entirety that certain Forward Purchase Agreement (the “Original Agreement”), dated as of August 9, 2021, by and between the Company and the Purchaser. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in that certain Merger Agreement, dated as of the date of this Agreement, by and among the Company, Orwell Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of the Company, Ligand Pharmaceuticals Incorporated, a Delaware corporation, and SpinCo (the “Merger Agreement”).
AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 23, 2022 by and among LIGAND PHARMACEUTICALS INCORPORATED, OMNIAB, INC., AVISTA PUBLIC ACQUISITION CORP. II and ORWELL MERGER SUB INC.Transition Services Agreement • March 24th, 2022 • Avista Public Acquisition Corp. II • Blank checks • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of March 23, 2022, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), OmniAb, Inc., a Delaware corporation and a wholly owned subsidiary of Ligand (“OmniAb”), and Avista Public Acquisition Corp. II, a Cayman Islands exempted company (which will migrate to and domesticate as a Delaware corporation prior to the Closing (the “Domestication”)) (“APAC”). “Party” or “Parties” means Ligand or OmniAb, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
AVISTA PUBLIC ACQUISITION CORP. II 65 East 55th Street, 18th Floor New York, NY 10022Avista Public Acquisition Corp. II • August 12th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Avista Public Acquisition Corp. II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Avista Capital Holdings, LP (the “Provider”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 65 East 55th Street, 18th Floor, New York, NY 10022 (or any successor location). In exchange therefore, the Company shall pay the Provider a sum of $10,000 per month commencing on the Effective Date and con
SEPARATION AND DISTRIBUTION AGREEMENT by and among LIGAND PHARMACEUTICALS INCORPORATED, OMNIAB, INC. and AVISTA PUBLIC ACQUISITION CORP. II Dated as of March 23, 2022Separation and Distribution Agreement • March 24th, 2022 • Avista Public Acquisition Corp. II • Blank checks • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of March 23, 2022, is entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), OmniAb, Inc., a Delaware corporation and a wholly owned subsidiary of Ligand (“OmniAb”), and Avista Public Acquisition Corp. II, a Cayman Islands exempted company (which will migrate to and domesticate as a Delaware corporation prior to the Closing (the “Domestication”)) (“APAC”). “Party” or “Parties” means Ligand or OmniAb, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. TAX MATTERS AGREEMENT by and among OMNIAB, INC....Tax Matters Agreement • November 7th, 2022 • OmniAb, Inc. • Services-commercial physical & biological research • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of November 1, 2022 by and among OmniAb, Inc., a Delaware corporation (f/k/a Avista Public Acquisition Corp. II) (“Parent”), Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Remainco”), and OmniAb Operations, Inc., a Delaware corporation (f/k/a OmniAb, Inc.) (“Spinco” and, together with Parent and Remainco, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).
Avista Public Acquisition Corp. II 65 East 55th Street, 18th Floor New York, NY 10022 Re: Letter Agreement Ladies and Gentlemen:Letter Agreement • March 24th, 2022 • Avista Public Acquisition Corp. II • Blank checks • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of March 23, 2022 (the “Merger Agreement”), by and among Ligand Pharmaceuticals Incorporated (“Ligand”), a Delaware corporation, OmniAb, Inc., a Delaware corporation (“SpinCo”, and together with Ligand, the “Companies”), Avista Public Acquisition Corp. II, a Cayman Islands exempted company (“Parent”), and Orwell Merger Sub Inc., a Delaware corporation. This letter agreement (this “Letter Agreement”) is being entered into and delivered by Parent, Avista Acquisition LP II (the “Sponsor”), SpinCo and each of the undersigned, each of whom is a member of Parent’s management team and/or Parent’s Board of Directors (the “Board”) (each, an “Insider”), in connection with the transactions contemplated by the Merger Agreement (the “Merger”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. AMENDED AND RESTATED REGISTRATION AND...Registration and Stockholder Rights Agreement • November 7th, 2022 • OmniAb, Inc. • Services-commercial physical & biological research • New York
THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 1, 2022, is made and entered into by and among OmniAb, Inc., a Delaware corporation, formerly known as Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Avista Acquisition LP II, a Cayman Islands exempted limited partnership (the “Sponsor”), the undersigned parties listed under Existing Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Existing Holder” and, collectively, the “Existing Holders”), the undersigned directors and officers of Ligand (as defined below) and/or OmniAb, as applicable, who are listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Ag
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • June 13th, 2022 • Avista Public Acquisition Corp. II • Services-commercial physical & biological research • California
This Change in Control Severance Agreement (“Agreement”) is made effective as of ________, 2022, by and between OmniAb, Inc., a Delaware corporation (the “Company”), and ____________ (“Employee”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • November 7th, 2022 • OmniAb, Inc. • Services-commercial physical & biological research • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the “Agreement”) is entered into and effective as of November 1, 2022 by and among OmniAb, Inc., a Delaware corporation (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) and Computershare Trust Company, N.A., a federally chartered trust company and Computershare Inc., a Delaware corporation (collectively, “Computershare”).
LAB LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) AND CRYSTAL BIOSCIENCE, INC. (TENANT) EMERY STATION NORTH Emeryville, CaliforniaEighth Amendment • April 28th, 2022 • Avista Public Acquisition Corp. II • Blank checks • California
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. ASSIGNMENT OF LEASE, CONSENT...OmniAb, Inc. • March 30th, 2023 • Services-commercial physical & biological research • California
This Assignment of Lease, Consent to Assignment of Lease and First Amendment to Lease (this “Amendment”), dated for reference purposes only as of October 26, 2022, by EMERY STATION OFFICE II, LLC, a California limited liability company (“Landlord”), LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation (“Assignor”), and OMNIAB, INC., a Delaware corporation (“Assignee” or “Tenant”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. RESEARCH, DEVELOPMENT AND...Development and Commercialization Agreement • July 26th, 2022 • Avista Public Acquisition Corp. II • Services-commercial physical & biological research • Delaware
This Agreement (this “Agreement”) is made on this 1st day of May, 2018 and shall be effective on the Effective Date by and between Icagen, Inc. (“Icagen”), a corporation having a principal place of business at [***] acting on behalf of itself and Affiliates, and Cystic Fibrosis Foundation (“CFF”), a nonprofit corporation with its principal offices at [***], and shall become effective on the Effective Date. Icagen and CFF are each referred to herein individually as a “Party” and collectively as the “Parties”.
RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN ICAGEN, INC. AND CYSTIC FIBROSIS FOUNDATIONCommercialization Agreement • April 28th, 2022 • Avista Public Acquisition Corp. II • Blank checks • Delaware
This Agreement (this “Agreement”) is made on this 1st day of May, 2018 and shall be effective on the Effective Date by and between Icagen, Inc. (“Icagen”), a corporation having a principal place of business at [***] acting on behalf of itself and Affiliates, and Cystic Fibrosis Foundation (“CFF”), a nonprofit corporation with its principal offices at [***], and shall become effective on the Effective Date. Icagen and CFF are each referred to herein individually as a “Party” and collectively as the “Parties”.
