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
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”).
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
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”).
