Common use of Guarantees; Credit Support Instruments Clause in Contracts

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Time or as soon as practicable thereafter, (i) Ligand shall (with the reasonable cooperation of the applicable member of the OmniAb Group) use its commercially reasonable efforts to have each member of the OmniAb Group removed as guarantor of or obligor for any Ligand Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand Retained Liabilities and (ii) OmniAb shall (with the reasonable cooperation of the applicable member of the Ligand Group) use commercially reasonable efforts to have each member of the Ligand Group removed as guarantor of or obligor for any OmniAb Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Liabilities. (b) At or prior to the Distribution Time, to the extent required to obtain a release from a guaranty: (i) of any member of the Ligand Group, OmniAb shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb Group, Ligand shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand or OmniAb is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) Ligand, to the extent a member of the Ligand Group has assumed the underlying Liability with respect to such guaranty or OmniAb, to the extent a member of the OmniAb Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article V) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) OmniAb shall reimburse the applicable member of the Ligand Group for all out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Ligand and OmniAb, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party. (d) Ligand and OmniAb shall cooperate and OmniAb shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Ligand or other members of the Ligand Group on behalf of or in favor of any member of the OmniAb Group or the OmniAb Business (the “Ligand CSIs”) as promptly as practicable with Credit Support Instruments from OmniAb or a member of the OmniAb Group as of the Distribution Time. With respect to any Ligand CSIs that remain outstanding after the Distribution Time, (i) OmniAb shall, and shall cause the members of the OmniAb Group to, jointly and severally indemnify and hold harmless the Ligand Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand CSIs in accordance with the terms thereof, (ii) OmniAb shall reimburse the applicable member of the Ligand Group for all out of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, and (iii) without the prior written consent of Ligand, OmniAb shall not, and shall not permit any member of the OmniAb Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand or any member of the Ligand Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand nor any member of the Ligand Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Group or the OmniAb Business after the expiration of any such Credit Support Instrument.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Separation Time or as soon as practicable thereafter, (i) Ligand Air Products shall (with the reasonable cooperation of the applicable member of the OmniAb Versum Group) use its commercially reasonable best efforts to have each member of the OmniAb Versum Group removed as guarantor of or obligor for any Ligand Air Products Retained Liability unconditionally and to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand Air Products Retained Liabilities and (ii) OmniAb Versum shall (with the reasonable cooperation of the applicable member of the Ligand Air Products Group) use commercially reasonable best efforts to have each member of the Ligand Air Products Group removed as guarantor of or obligor for any OmniAb Versum Liability, unconditionally and to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Versum Liabilities. (b) At or prior to the Distribution Separation Time, to the extent required to obtain a release from a guaranty: (i) of any member of the Ligand Air Products Group, OmniAb Versum shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb Versum would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb Versum Group, Ligand Air Products shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand Air Products would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand Air Products or OmniAb Versum is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) LigandAir Products, to the extent a member of the Ligand Air Products Group has assumed the underlying Liability with respect to such guaranty or OmniAbVersum, to the extent a member of the OmniAb Versum Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VVI) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) OmniAb the relevant beneficiary shall reimburse pay to the applicable member guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 1.50% per annum on the average outstanding amount of the Ligand Group for all out-of-pocket expenses incurred by it arising out of obligation underlying such guarantee or related to any obligation during such guaranty; quarter and (iii) each of Ligand Air Products and OmniAbVersum, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party; provided, however, that with respect to leases, in the event a release with respect thereto has not been obtained pursuant to Section 2.10(a) and such Party benefitting from the guaranty wishes to extend the term of such guaranteed lease, then such first Party shall have the option of extending the term of such lease if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease. (d) Ligand Air Products and OmniAb Versum shall cooperate and OmniAb Versum shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Ligand Air Products or other members of the Ligand Air Products Group on behalf of or in favor of any member of the OmniAb Versum Group or the OmniAb Versum Business (the “Ligand Air Products CSIs”) as promptly as practicable with Credit Support Instruments from OmniAb Versum or a member of the OmniAb Versum Group as of the Distribution Separation Time. With respect to any Ligand Air Products CSIs that remain outstanding after the Distribution Time, Separation Time (i) OmniAb Versum shall, and shall cause the members of the OmniAb Versum Group to, jointly and severally indemnify and hold harmless the Ligand Air Products Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand Air Products CSIs in accordance with the terms thereof, (ii) OmniAb Versum shall reimburse pay to Air Products a fee payable at the applicable member end of each calendar quarter based on a rate of 1.50% per annum on the Ligand Group for all out average outstanding balance during such quarter of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, outstanding Air Products CSIs and (iii) without the prior written consent of LigandAir Products, OmniAb Versum shall not, and shall not permit any member of the OmniAb Versum Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand Air Products or any member of the Ligand Air Products Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand Air Products nor any member of the Ligand Air Products Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Versum Group or the OmniAb Versum Business after the expiration of any such Credit Support Instrument.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary AgreementAgreement or on Schedule 2.10(a), at or prior to the Distribution Effective Time or as soon as practicable thereafter, (i) Ligand Fortive shall (with the reasonable cooperation of the applicable member of the OmniAb Vontier Group) use its commercially reasonable efforts to have each member of the OmniAb Vontier Group removed as guarantor of or obligor for any Ligand Fortive Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand Fortive Retained Liabilities and (ii) OmniAb Vontier shall (with the reasonable cooperation of the applicable member of the Ligand Fortive Group) use commercially reasonable efforts to have each member of the Ligand Fortive Group removed as guarantor of or obligor for any OmniAb Vontier Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Vontier Liabilities. (b) At or prior to the Distribution Effective Time, to the extent required to obtain a release from a guaranty: (i) of any member of the Ligand Fortive Group, OmniAb Vontier shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb Vontier would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb Vontier Group, Ligand Fortive shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand Fortive would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand Fortive or OmniAb Vontier is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) LigandFortive, to the extent a member of the Ligand Fortive Group has assumed the underlying Liability with respect to such guaranty or OmniAbVontier, to the extent a member of the OmniAb Vontier Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article V) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) OmniAb Vontier shall reimburse the applicable member of the Ligand Fortive Group for all out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Ligand Fortive and OmniAbVontier, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party. (d) Ligand Fortive and OmniAb Vontier shall cooperate and OmniAb Vontier shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Ligand Fortive or other members of the Ligand Fortive Group on behalf of or in favor of any member of the OmniAb Vontier Group or the OmniAb Vontier Business (the “Ligand Fortive CSIs”) as promptly as practicable with Credit Support Instruments from OmniAb Vontier or a member of the OmniAb Vontier Group as of the Distribution Effective Time. With respect to any Ligand Fortive CSIs that remain outstanding after the Distribution Effective Time, (i) OmniAb Vontier shall, and shall cause the members of the OmniAb Vontier Group to, jointly and severally indemnify and hold harmless the Ligand Fortive Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand Fortive CSIs in accordance with the terms thereof, (ii) OmniAb Vontier shall reimburse the applicable member of the Ligand Fortive Group for all out of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, and (iii) without the prior written consent of LigandFortive, OmniAb Vontier shall not, and shall not permit any member of the OmniAb Vontier Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand Fortive or any member of the Ligand Fortive Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand Fortive nor any member of the Ligand Fortive Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Vontier Group or the OmniAb Vontier Business after the expiration of any such Credit Support Instrument.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Effective Time or as soon as practicable thereafter, (i) Ligand Xxxxxxx shall (with the reasonable cooperation of the applicable member of the OmniAb Veralto Group) use its commercially reasonable efforts to have each member of the OmniAb Veralto Group removed as guarantor of or obligor for any Ligand Xxxxxxx Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand Xxxxxxx Retained Liabilities and (ii) OmniAb Veralto shall (with the reasonable cooperation of the applicable member of the Ligand Xxxxxxx Group) use commercially reasonable efforts to have each member of the Ligand Xxxxxxx Group removed as guarantor of or obligor for any OmniAb Veralto Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Veralto Liabilities. (b) At or prior to the Distribution Effective Time, to the extent required to obtain a release from a guaranty: (i) of any member of the Ligand Xxxxxxx Group, OmniAb Xxxxxxx shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb Veralto would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb Veralto Group, Ligand Xxxxxxx shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand Xxxxxxx would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand Xxxxxxx or OmniAb Veralto is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, : (i) LigandXxxxxxx, to the extent a member of the Ligand Xxxxxxx Group has assumed the underlying Liability with respect to such guaranty guaranty, or OmniAbVeralto, to the extent a member of the OmniAb Veralto Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article V) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, ; (ii) OmniAb Veralto shall reimburse the applicable member of the Ligand Xxxxxxx Group for all out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Ligand Xxxxxxx and OmniAbVeralto, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another the other Party or another member of such other Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party. (d) Ligand Xxxxxxx and OmniAb Veralto shall cooperate and OmniAb Veralto shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Ligand Xxxxxxx or other members of the Ligand Xxxxxxx Group on behalf of or in favor of any member of the OmniAb Veralto Group or the OmniAb Veralto Business (the “Ligand Xxxxxxx CSIs”) as promptly as practicable with Credit Support Instruments from OmniAb Veralto or a another member of the OmniAb Veralto Group as of the Distribution Time. With respect to any Ligand CSIs that remain outstanding after the Distribution Time, (i) OmniAb shall, and shall cause the members of the OmniAb Group to, jointly and severally indemnify and hold harmless the Ligand Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand CSIs in accordance with the terms thereof, (ii) OmniAb shall reimburse the applicable member of the Ligand Group for all out of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, and (iii) without the prior written consent of Ligand, OmniAb shall not, and shall not permit any member of the OmniAb Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand or any member of the Ligand Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand nor any member of the Ligand Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Group or the OmniAb Business after the expiration of any such Credit Support Instrument.Effective

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Effective Time or as soon as practicable thereafter, (i) Ligand DuPont shall (with the reasonable cooperation of the applicable member of the OmniAb Chemours Group) use its commercially reasonable best efforts to have each member of the OmniAb Chemours Group removed as guarantor of or obligor for any Ligand DuPont Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand DuPont Retained Liabilities and (ii) OmniAb Chemours shall (with the reasonable cooperation of the applicable member of the Ligand DuPont Group) use commercially reasonable best efforts to have each member of the Ligand DuPont Group removed as guarantor of or obligor for any OmniAb Chemours Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Chemours Liabilities. (b) At or prior to the Distribution Effective Time, to the extent required to obtain a release from a guaranty: (i) of any member of the Ligand DuPont Group, OmniAb Chemours shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb Chemours would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb Chemours Group, Ligand DuPont shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand DuPont would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand DuPont or OmniAb Chemours is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) LigandDuPont, to the extent a member of the Ligand DuPont Group has assumed the underlying Liability with respect to such guaranty or OmniAbChemours, to the extent a member of the OmniAb Chemours Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VVI) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) OmniAb the relevant beneficiary shall reimburse pay to the applicable member guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding amount of the Ligand Group for all out-of-pocket expenses incurred by it arising out of obligation underlying such guarantee or related to any obligation during such guaranty; quarter and (iii) each of Ligand DuPont and OmniAbChemours, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party. (d) Ligand DuPont and OmniAb Chemours shall cooperate and OmniAb Chemours shall use commercially reasonable best efforts to replace all Credit Support Instruments issued by Ligand DuPont or other members of the Ligand DuPont Group on behalf of or in favor of any member of the OmniAb Chemours Group or the OmniAb Chemours Business (the “Ligand DuPont CSIs”) as promptly as practicable with Credit Support Instruments from OmniAb Chemours or a member of the OmniAb Chemours Group as of the Distribution Effective Time. With respect to any Ligand DuPont CSIs that remain outstanding after the Distribution Time, Effective Time (i) OmniAb Chemours shall, and shall cause the members of the OmniAb Chemours Group to, jointly and severally indemnify and hold harmless the Ligand DuPont Indemnitees for any Liabilities arising from or relating to the such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand DuPont CSIs in accordance with the terms thereof, (ii) OmniAb Chemours shall reimburse pay to DuPont a fee payable at the applicable member end of each calendar quarter based on a rate of 0.65% per annum on the Ligand Group for all out average outstanding balance during such quarter of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, outstanding DuPont CSIs and (iii) without the prior written consent of LigandDuPont, OmniAb Chemours shall not, and shall not permit any member of the OmniAb Chemours Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand DuPont or any member of the Ligand DuPont Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand DuPont nor any member of the Ligand DuPont Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Chemours Group or the OmniAb Chemours Business after the expiration of any such Credit Support Instrument.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Effective Time or as soon as practicable thereafter, (i) Ligand Parent shall (with the reasonable cooperation of the applicable member of the OmniAb SpinCo Group) use its commercially reasonable efforts to have each member of the OmniAb SpinCo Group removed as guarantor of or obligor for any Ligand Parent Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand Parent Retained Liabilities and (ii) OmniAb SpinCo shall (with the reasonable cooperation of the applicable member of the Ligand Parent Group) use commercially reasonable efforts to have each member of the Ligand Parent Group removed as guarantor of or obligor for any OmniAb SpinCo Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb SpinCo Liabilities. (b) At or prior to the Distribution Effective Time, to the extent required to obtain a release from a guaranty: (i) of any member of the Ligand Parent Group, OmniAb SpinCo shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb SpinCo would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb SpinCo Group, Ligand Parent shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand Parent would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand Parent or OmniAb SpinCo is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) LigandParent, to the extent a member of the Ligand Parent Group has assumed the underlying Liability with respect to such guaranty or OmniAbSpinCo, to the extent a member of the OmniAb SpinCo Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VVI) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) OmniAb SpinCo shall reimburse the applicable member of the Ligand Parent Group for all out-of-out of pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Ligand Parent and OmniAbSpinCo, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party. (d) Ligand Parent and OmniAb SpinCo shall cooperate and OmniAb SpinCo shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Ligand Parent or other members of the Ligand Parent Group on behalf of or in favor of any member of the OmniAb SpinCo Group or the OmniAb SpinCo Business (the “Ligand Parent CSIs”) as promptly as practicable with Credit Support Instruments from OmniAb SpinCo or a member of the OmniAb SpinCo Group as of the Distribution Effective Time. With respect to any Ligand Parent CSIs that remain outstanding after the Distribution Effective Time, (i) OmniAb SpinCo shall, and shall cause the members of the OmniAb SpinCo Group to, jointly and severally indemnify and hold harmless the Ligand Parent Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand Parent CSIs in accordance with the terms thereof, (ii) OmniAb SpinCo shall reimburse the applicable member of the Ligand Parent Group for all out of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, and (iii) without the prior written consent of LigandParent, OmniAb SpinCo shall not, and shall not permit any member of the OmniAb SpinCo Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand Parent or any member of the Ligand Parent Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand Parent nor any member of the Ligand Parent Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb SpinCo Group or the OmniAb SpinCo Business after the expiration of any such Credit Support Instrument.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Separation Effective Time or as soon as reasonably practicable thereafter, (i) Ligand Everest shall (with the reasonable cooperation of the applicable member of the OmniAb Newco Group) use its commercially reasonable best efforts to have each member of the OmniAb Newco Group removed as guarantor of or obligor for any Ligand Everest Retained Liability to the fullest extent permitted by applicable LawLegal Requirement, including in respect of those guarantees set forth on Schedule 2.10(a)(i2.9(a)(i), to the extent that they relate to Ligand Everest Retained Liabilities and (ii) OmniAb Newco shall (with the reasonable cooperation of the applicable member of the Ligand Everest Group) use commercially reasonable best efforts to have each member of the Ligand Everest Group removed as guarantor of or obligor for any OmniAb Newco Liability, to the fullest extent permitted by applicable LawLegal Requirement, including in respect of those guarantees set forth on Schedule 2.10(a)(ii2.9(a)(ii), to the extent that they relate to OmniAb Newco Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Guaranty Release is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party). (b) At Without limitation of Section 2.9(a), at or prior to the Distribution Separation Effective Time, to the extent required to obtain a release from a guaranty:guaranty (a “Guaranty Release”): (i) of any member of the Ligand Everest Group, OmniAb Newco shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is reasonably agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb Newco would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb Newco Group, Ligand Everest shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is reasonably agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand Everest would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand Everest or OmniAb Newco is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.102.9, (i) LigandEverest, to the extent a member of the Ligand Group Everest Group, has assumed the underlying Liability with respect to such guaranty or OmniAbNewco, to the extent a member of the OmniAb Group Newco Group, has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for from and against any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VIV) and shall shall, or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to to, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, thereunder and (ii) OmniAb shall reimburse the applicable member of the Ligand Group for all out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Ligand Everest and OmniAbNewco, on behalf of themselves and the members of their respective GroupsGroup, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another the other Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party. (d) Ligand Everest and OmniAb Newco shall cooperate and OmniAb Newco shall use commercially reasonable best efforts to replace all Credit Support Instruments issued by Ligand Everest or other members of the Ligand Everest Group on behalf of or in favor of any member of the OmniAb Newco Group or the OmniAb Newco Business (the “Ligand Everest CSIs”) as promptly as reasonably practicable with Credit Support Instruments from OmniAb Newco or a member of the OmniAb Newco Group as of the Distribution Separation Effective Time. With respect to any Ligand Everest CSIs that remain outstanding after the Distribution Separation Effective Time, (i) OmniAb Newco shall, and shall cause the members of the OmniAb Newco Group to, jointly and severally indemnify and hold harmless the Ligand Everest Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand Everest CSIs in accordance with the terms thereof, ; (ii) OmniAb Newco shall reimburse the applicable member of the Ligand Everest Group for all out of reasonable and documented out-of-pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, ; and (iii) without the prior written consent of LigandEverest, OmniAb Newco shall not, and shall not permit any member of the OmniAb Newco Group to, enter into, renew or extend the term of, increase its obligations under, or transfer Transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand Everest or any member of the Ligand Everest Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand Everest nor any member of the Ligand Everest Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Newco Group or the OmniAb Newco Business after the expiration of any such Credit Support Instrument. (e) Everest and Newco shall cooperate and Everest shall use reasonable best efforts to replace all Credit Support Instruments issued by Newco or other members of the Newco Group on behalf of or in favor of any member of the Everest Group or the Everest Retained Business (the “Newco CSIs”) as promptly as reasonably practicable with Credit Support Instruments from Everest or a member of the Everest Group as of the Separation Effective Time. With respect to any Newco CSIs that remain outstanding after the Separation Effective Time, (i) Everest shall, and shall cause the members of the Everest Group to, jointly and severally indemnify and hold harmless the Newco Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Newco CSIs in accordance with the terms thereof; (ii) Everest shall reimburse the applicable member of the Newco Group for all reasonable and documented out-of-pocket expenses incurred by it arising out of or related to any such Credit Support Instrument; and (iii) without the prior written consent of Newco, Everest shall not, and shall not permit any member of the Everest Group to, enter into, renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, lease, Contract or other obligation in connection with which Newco or any member of the Newco Group has issued any Credit Support Instruments which remain outstanding. Neither Newco nor any member of the Newco Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the Everest Group or the Everest Retained Business after the expiration of any such Credit Support Instrument.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Effective Time or as soon as practicable thereafter, (i) Ligand Xxxxxxx shall (with the reasonable cooperation of the applicable member of the OmniAb Envista Group) use its commercially reasonable efforts to have each member of the OmniAb Envista Group removed as guarantor of or obligor for any Ligand Xxxxxxx Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand Xxxxxxx Retained Liabilities and (ii) OmniAb Envista shall (with the reasonable cooperation of the applicable member of the Ligand Xxxxxxx Group) use commercially reasonable efforts to have each member of the Ligand Xxxxxxx Group removed as guarantor of or obligor for any OmniAb Envista Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Envista Liabilities. (b) At or prior to the Distribution Effective Time, to the extent required to obtain a release from a guaranty: (i) of any member of the Ligand Xxxxxxx Group, OmniAb Envista shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb Envista would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb Envista Group, Ligand Xxxxxxx shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand Xxxxxxx would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand Xxxxxxx or OmniAb Envista is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) LigandXxxxxxx, to the extent a member of the Ligand Xxxxxxx Group has assumed the underlying Liability with respect to such guaranty or OmniAbEnvista, to the extent a member of the OmniAb Envista Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article V) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) OmniAb Envista shall reimburse the applicable member of the Ligand Xxxxxxx Group for all out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Ligand Xxxxxxx and OmniAbEnvista, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party. (d) Ligand Xxxxxxx and OmniAb Envista shall cooperate and OmniAb Envista shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Ligand Xxxxxxx or other members of the Ligand Xxxxxxx Group on behalf of or in favor of any member of the OmniAb Envista Group or the OmniAb Envista Business (the “Ligand Xxxxxxx CSIs”) as promptly as practicable with Credit Support Instruments from OmniAb Envista or a member of the OmniAb Envista Group as of the Distribution Effective Time. With respect to any Ligand Xxxxxxx CSIs that remain outstanding after the Distribution Effective Time, (i) OmniAb Envista shall, and shall cause the members of the OmniAb Envista Group to, jointly and severally indemnify and hold harmless the Ligand Xxxxxxx Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand Xxxxxxx CSIs in accordance with the terms thereof, (ii) OmniAb Envista shall reimburse the applicable member of the Ligand Xxxxxxx Group for all out of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, and (iii) without the prior written consent of LigandDanaher, OmniAb Envista shall not, and shall not permit any member of the OmniAb Envista Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand Xxxxxxx or any member of the Ligand Xxxxxxx Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand Xxxxxxx nor any member of the Ligand Xxxxxxx Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Envista Group or the OmniAb Envista Business after the expiration of any such Credit Support Instrument.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Time or as soon as practicable thereafter, (i) Ligand Inpixon shall (with the reasonable cooperation of the applicable member of the OmniAb CXApp Group) use its commercially reasonable efforts to have each member of the OmniAb CXApp Group removed as guarantor of or obligor for any Ligand Inpixon Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand Inpixon Retained Liabilities and (ii) OmniAb Spinco shall (with the reasonable cooperation of the applicable member of the Ligand Inpixon Group) use commercially reasonable efforts to have each member of the Ligand Inpixon Group removed as guarantor of or obligor for any OmniAb Enterprise Apps Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Enterprise Apps Liabilities. (b) At or prior to the Distribution Time, to the extent required to obtain a release from a guaranty: (i) of any member of the Ligand Inpixon Group, OmniAb Spinco shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb Spinco would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb CXApp Group, Ligand Inpixon shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand Inpixon would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand Inpixon or OmniAb Spinco is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) LigandInpixon, to the extent a member of the Ligand Inpixon Group has assumed the underlying Liability with respect to such guaranty or OmniAbSpinco, to the extent a member of the OmniAb CXApp Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article V) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) OmniAb Spinco shall reimburse the applicable member of the Ligand Inpixon Group for all out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Ligand Inpixon and OmniAbSpinco, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party. (d) Ligand Inpixon and OmniAb Spinco shall cooperate and OmniAb Spinco shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Ligand Inpixon or other members of the Ligand Inpixon Group on behalf of or in favor of any member of the OmniAb CXApp Group or the OmniAb Enterprise Apps Business (the “Ligand Inpixon CSIs”) as promptly as practicable with Credit Support Instruments from OmniAb Spinco or a member of the OmniAb CXApp Group as of the Distribution Time. With respect to any Ligand Inpixon CSIs that remain outstanding after the Distribution Time, (i) OmniAb Spinco shall, and shall cause the members of the OmniAb CXApp Group to, jointly and severally indemnify and hold harmless the Ligand Inpixon Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand Inpixon CSIs in accordance with the terms thereof, (ii) OmniAb Spinco shall reimburse the applicable member of the Ligand Inpixon Group for all out of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, and (iii) without the prior written consent of LigandInpixon, OmniAb Spinco shall not, and shall not permit any member of the OmniAb CXApp Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand Inpixon or any member of the Ligand Inpixon Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand Inpixon nor any member of the Ligand Inpixon Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb CXApp Group or the OmniAb Enterprise Apps Business after the expiration of any such Credit Support Instrument.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Effective Time or as soon as practicable thereafter, (i) Ligand Xxxxxxx shall (with the reasonable cooperation of the applicable member of the OmniAb Fortive Group) use its commercially reasonable efforts to have each member of the OmniAb Fortive Group removed as guarantor of or obligor for any Ligand Xxxxxxx Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand Xxxxxxx Retained Liabilities and (ii) OmniAb Fortive shall (with the reasonable cooperation of the applicable member of the Ligand Xxxxxxx Group) use commercially reasonable efforts to have each member of the Ligand Xxxxxxx Group removed as guarantor of or obligor for any OmniAb Fortive Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Fortive Liabilities. (b) At or prior to the Distribution Effective Time, to the extent required to obtain a release from a guaranty: (i) of any member of the Ligand Xxxxxxx Group, OmniAb Fortive shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb Fortive would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb Fortive Group, Ligand Xxxxxxx shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand Xxxxxxx would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand Xxxxxxx or OmniAb Fortive is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) LigandXxxxxxx, to the extent a member of the Ligand Xxxxxxx Group has assumed the underlying Liability with respect to such guaranty or OmniAbFortive, to the extent a member of the OmniAb Fortive Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VVI) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) OmniAb Fortive shall reimburse the applicable member of the Ligand Xxxxxxx Group for all out-of-out of pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Ligand Xxxxxxx and OmniAbFortive, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party. (d) Ligand Xxxxxxx and OmniAb Fortive shall cooperate and OmniAb Fortive shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Ligand Xxxxxxx or other members of the Ligand Xxxxxxx Group on behalf of or in favor of any member of the OmniAb Fortive Group or the OmniAb Fortive Business (the “Ligand Xxxxxxx CSIs”) as promptly as practicable with Credit Support Instruments from OmniAb Fortive or a member of the OmniAb Fortive Group as of the Distribution Effective Time. With respect to any Ligand Xxxxxxx CSIs that remain outstanding after the Distribution Effective Time, (i) OmniAb Fortive shall, and shall cause the members of the OmniAb Fortive Group to, jointly and severally indemnify and hold harmless the Ligand Xxxxxxx Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand Xxxxxxx CSIs in accordance with the terms thereof, (ii) OmniAb Fortive shall reimburse the applicable member of the Ligand Xxxxxxx Group for all out of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, and (iii) without the prior written consent of LigandXxxxxxx, OmniAb Fortive shall not, and shall not permit any member of the OmniAb Fortive Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand Xxxxxxx or any member of the Ligand Xxxxxxx Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand Xxxxxxx nor any member of the Ligand Xxxxxxx Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Fortive Group or the OmniAb Fortive Business after the expiration of any such Credit Support Instrument.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Effective Time or as soon as practicable thereafter, (i) Ligand DuPont shall (with the reasonable cooperation of the applicable member of the OmniAb Chemours Group) use its commercially reasonable best efforts to have each member of the OmniAb Chemours Group removed as guarantor of or obligor for any Ligand DuPont Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand DuPont Retained Liabilities and (ii) OmniAb Chemours shall (with the reasonable cooperation of the applicable member of the Ligand DuPont Group) use commercially reasonable best efforts to have each member of the Ligand DuPont Group removed as guarantor of or obligor for any OmniAb Chemours Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Chemours Liabilities. (b) At or prior to the Distribution Effective Time, to the extent required to obtain a release from a guaranty:: 37 (i) of any member of the Ligand DuPont Group, OmniAb Chemours shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb Chemours would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and and (ii) of any member of the OmniAb Chemours Group, Ligand DuPont shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand DuPont would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand DuPont or OmniAb Chemours is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) LigandDuPont, to the extent a member of the Ligand DuPont Group has assumed the underlying Liability with respect to such guaranty or OmniAbChemours, to the extent a member of the OmniAb Chemours Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VVI) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) OmniAb the relevant beneficiary shall reimburse pay to the applicable member guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding amount of the Ligand Group for all out-of-pocket expenses incurred by it arising out of obligation underlying such guarantee or related to any obligation during such guaranty; quarter and (iii) each of Ligand DuPont and OmniAbChemours, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party. (d) Ligand DuPont and OmniAb Chemours shall cooperate and OmniAb Chemours shall use commercially reasonable best efforts to replace all Credit Support Instruments issued by Ligand DuPont or other members of the Ligand DuPont Group on behalf of or in favor of any member of the OmniAb Chemours Group or the OmniAb Chemours Business (the “Ligand DuPont CSIs”) as promptly as practicable with Credit Support Instruments from OmniAb Chemours or a member of the OmniAb Chemours Group as of the Distribution Effective Time. With respect to any Ligand DuPont CSIs that remain outstanding after the Distribution Time, Effective Time (i) OmniAb Chemours shall, and shall cause the members of the OmniAb Chemours Group to, jointly and severally indemnify and hold harmless the Ligand DuPont Indemnitees for any Liabilities arising from or relating to the such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and 38 maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand DuPont CSIs in accordance with the terms thereof, (ii) OmniAb Chemours shall reimburse pay to DuPont a fee payable at the applicable member end of each calendar quarter based on a rate of 0.65% per annum on the Ligand Group for all out average outstanding balance during such quarter of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, outstanding DuPont CSIs and (iii) without the prior written consent of LigandDuPont, OmniAb Chemours shall not, and shall not permit any member of the OmniAb Chemours Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand DuPont or any member of the Ligand DuPont Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand DuPont nor any member of the Ligand DuPont Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Chemours Group or the OmniAb Chemours Business after the expiration of any such Credit Support Instrument.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Effective Time or as soon as practicable thereafter, (i) Ligand Xxxxxxx shall (with the reasonable cooperation of the applicable member of the OmniAb Veralto Group) use its commercially reasonable efforts to have each member of the OmniAb Veralto Group removed as guarantor of or obligor for any Ligand Xxxxxxx Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand Xxxxxxx Retained Liabilities and (ii) OmniAb Veralto shall (with the reasonable cooperation of the applicable member of the Ligand Xxxxxxx Group) use commercially reasonable efforts to have each member of the Ligand Xxxxxxx Group removed as guarantor of or obligor for any OmniAb Veralto Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Veralto Liabilities. (b) At or prior to the Distribution Effective Time, to the extent required to obtain a release from a guaranty: (i) of any member of the Ligand Xxxxxxx Group, OmniAb Xxxxxxx shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb Veralto would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb Veralto Group, Ligand Xxxxxxx shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand Xxxxxxx would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand Xxxxxxx or OmniAb Veralto is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, : (i) LigandXxxxxxx, to the extent a member of the Ligand Xxxxxxx Group has assumed the underlying Liability with respect to such guaranty guaranty, or OmniAbVeralto, to the extent a member of the OmniAb Veralto Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article V) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, ; (ii) OmniAb Veralto shall reimburse the applicable member of the Ligand Xxxxxxx Group for all out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Ligand Xxxxxxx and OmniAbVeralto, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another the other Party or another member of such other Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party. (d) Ligand Xxxxxxx and OmniAb Veralto shall cooperate and OmniAb Veralto shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Ligand Xxxxxxx or other members of the Ligand Xxxxxxx Group on behalf of or in favor of any member of the OmniAb Veralto Group or the OmniAb Veralto Business (the “Ligand Xxxxxxx CSIs”) as promptly as practicable with Credit Support Instruments from OmniAb Veralto or a another member of the OmniAb Veralto Group as of the Distribution Effective Time. With respect to any Ligand Xxxxxxx CSIs that remain outstanding after the Distribution Effective Time, (i) OmniAb Veralto shall, and shall cause the other members of the OmniAb Veralto Group to, jointly and severally indemnify and hold harmless the Ligand Xxxxxxx Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand Xxxxxxx CSIs in accordance with the terms thereof, (ii) OmniAb Veralto shall reimburse the applicable member of the Ligand Xxxxxxx Group for all out of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, and (iii) without the prior written consent of LigandXxxxxxx, OmniAb Veralto shall not, and shall not permit any member of the OmniAb Veralto Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand Xxxxxxx or any other member of the Ligand Xxxxxxx Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand Xxxxxxx nor any other member of the Ligand Xxxxxxx Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Veralto Group or the OmniAb Veralto Business after the expiration of any such Credit Support Instrument.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Time or as soon as practicable thereafter, (i) Ligand Remainco shall, and shall cause the other members of its Group to (with the reasonable cooperation of the applicable member of the OmniAb Groupother Party) use its commercially reasonable efforts to have each (A) cause a member of the OmniAb Remainco Group to be substituted in all respects for a member of the Spinco Group, as applicable, and (B) have all members of the Spinco Group removed or released as guarantor of or obligor for any Liability of Remainco (including any credit agreement, guarantee, indemnity, surety bond, letter of credit, banker acceptance and letter of comfort given or obtained by any member of the Spinco Group for the benefit of any member of the Remainco Group) to the fullest extent permitted by applicable Law, and (ii) Spinco shall, and shall cause the other members of its Group to (with the reasonable cooperation of the applicable Party), use commercially reasonable efforts to (A) cause a member of the Spinco Group to be substituted in all respects for a member of the Remainco Group, as applicable, and (B) have all members of the Remainco Group removed as guarantor of or obligor for any Ligand Retained Liability of Spinco (including any credit agreement, guarantee, indemnity, surety bond, letter of credit, banker acceptance and letter of comfort given or obtained by any member of the Remainco Group for the benefit of any member of the Spinco Group) to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ieach case (clauses (i)-(ii)), to on the extent that they relate to Ligand Retained Liabilities and (ii) OmniAb shall (with the reasonable cooperation of the applicable Spinco Distribution Date or as soon as reasonably practicably thereafter. Except as otherwise provided in Section 1.7(b), no member of the Ligand Spinco Group, or Remainco Group or any of their respective Affiliates from time to time shall be required to commence any litigation or offer or pay any non-de minimis amount of money or otherwise grant any non-de minimis accommodation (financial or otherwise) use commercially reasonable efforts to have each member of the Ligand Group removed as guarantor of or obligor for any OmniAb Liability, Third Party with respect to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Liabilitiesany such guarantees. (b) At On the Spinco Distribution Date or prior to the Distribution Timeas soon as reasonably practicable thereafter, to the extent required to obtain a release from a guaranty: (i) of any member of the Ligand Spinco Group from a guaranty for the benefit of any member of the Remainco Group, OmniAb Remainco shall, and shall cause the other members of its Group to, as applicable, execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreementguaranty, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (Ai) with which OmniAb any member of the Remainco Group, as the case may be, would be reasonably unable to comply comply, or (Bii) which would be reasonably expected to be breached; and (ii) breached in any material respect. On or prior to the Spinco Distribution Date or as soon as reasonably practicable thereafter, to the extent required to obtain a release of any member of the OmniAb Remainco Group from a guaranty for the benefit of any member of the Spinco Group, Ligand Spinco (and if necessary, RMT Partner) shall, and shall cause the other members of its respective Group to, as applicable, execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreementguaranty, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (Ai) with which Ligand any member of the Spinco Group, as the case may be, would be reasonably unable to comply or (Bii) which would be reasonably expected to be breachedbreached in any material respect. (c) If Ligand either of Spinco or OmniAb Remainco is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.101.7, (i) Ligandthe Party whose Group is the relevant beneficiary of such guarantee or Credit Support Instrument shall indemnify, to the extent a member of the Ligand Group has assumed the underlying Liability with respect to such guaranty or OmniAb, to the extent a member of the OmniAb Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify defend and hold harmless the unreleased guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article V) and shall or shall cause one of the other members of its SubsidiariesGroup, as agent or subcontractor for such unreleased guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such unreleased guarantor or obligor thereunder, and (ii) OmniAb shall reimburse the applicable member of the Ligand Group for all out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Ligand Spinco and OmniAb, on behalf of themselves Remainco agree not to (and to cause the members of their respective Groups, agree Groups not to to) renew or extend the term of, increase its obligations under, or Transfer to a third partyThird Party, any loanunreleased guarantees or Credit Support Instruments, guaranty, lease, contract or other obligation for which another such unreleased Party or member of such Party’s Group is or may be liable liable, without the prior written consent of such other PartyParty (such consent not to be unreasonably withheld, delayed or conditioned), unless all obligations of such other unreleased Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party. (d) Ligand Each Party shall, and OmniAb shall cause the other members of their respective Groups to cooperate and OmniAb (y) Remainco shall, and shall cause the other members of its Group to, use commercially reasonable efforts to replace all Credit Support Instruments issued by Ligand Spinco or other members of the Ligand Spinco Group on behalf of or in favor of any member of the OmniAb Remainco Group or the OmniAb Remainco Business (the “Ligand Remainco CSIs”) as promptly as reasonably practicable with Credit Support Instruments from OmniAb Remainco or a member of the OmniAb Remainco Group as of the Distribution Time. Spinco Distribution, and (z) Spinco shall, and shall cause the other members of its Group to, use commercially reasonable efforts to replace all Credit Support Instruments issued by Remainco or other members of the Remainco Group on behalf of or in favor of any member of the Spinco Group or the Spinco Business (the “Spinco CSIs”) as promptly as reasonably practicable with Credit Support Instruments from Spinco or a member of the Spinco Group (or if necessary, RMT Partner) as of the Spinco Distribution. (i) With respect to any Ligand Remainco CSIs that remain outstanding after the Spinco Distribution Time, (iA) OmniAb Remainco shall, and shall cause the members of the OmniAb Remainco Group to, jointly and severally indemnify indemnify, defend and hold harmless the Ligand Indemnitees Spinco Group for any Liabilities arising from or relating to such Credit Support InstrumentsRemainco CSIs, including, without limitation, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand Remainco CSIs in accordance with the terms thereof, (ii) OmniAb shall reimburse the applicable member of the Ligand Group for all out of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, and (iiiB) without the prior written consent of LigandRMT Partner, OmniAb Remainco shall not, and shall not permit any member of the OmniAb Remainco Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third partyThird Party, any loan, lease, Contract or other obligation in connection with which Ligand Spinco or any member of the Ligand Group Spinco Group, respectively, has issued any Credit Support Instruments which remain outstanding. Neither Ligand nor any member None of Spinco or the members of the Ligand Spinco Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Remainco Group or the OmniAb Remainco Business after the expiration of such Remainco CSI. (ii) With respect to any Spinco CSIs that remain outstanding after the Spinco Distribution (A) Spinco shall, and shall cause the members of the Spinco Group to, jointly and severally indemnify, defend and hold harmless the Remainco Group for any Liabilities arising from or relating to such Spinco CSIs, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Spinco CSIs in accordance with the terms thereof, and (B) without the prior written consent of Remainco, Spinco shall not, and shall not permit any member of the Spinco Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which Remainco or any member of the Remainco Group, respectively, has issued any Credit Support InstrumentInstruments which remain outstanding. None of Remainco or the members of the Remainco Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the Spinco Group or the Spinco Business after the expiration of such Spinco CSI.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Separation Time or as soon as practicable thereafter, (i) Ligand Air Products shall (with the reasonable cooperation of the applicable member of the OmniAb Versum Group) use its commercially reasonable best efforts to have each member of the OmniAb Versum Group removed as guarantor of or obligor for any Ligand Air Products Retained Liability unconditionally and to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand Retained Liabilities Law and (ii) OmniAb Versum shall (with the reasonable cooperation of the applicable member of the Ligand Air Products Group) use commercially reasonable best efforts to have each member of the Ligand Air Products Group removed as guarantor of or obligor for any OmniAb Versum Liability, unconditionally and to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Versum Liabilities. (b) At or prior to the Distribution Separation Time, to the extent required to obtain a release from a guaranty: (i) of any member of the Ligand Air Products Group, OmniAb Versum shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb Versum would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb Versum Group, Ligand Air Products shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand Air Products would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand Air Products or OmniAb Versum is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) LigandAir Products, to the extent a member of the Ligand Air Products Group has assumed the underlying Liability with respect to such guaranty or OmniAbVersum, to the extent a member of the OmniAb Versum Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VVI) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) OmniAb the relevant beneficiary shall reimburse pay to the applicable member guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 1.50% per annum on the average outstanding amount of the Ligand Group for all out-of-pocket expenses incurred by it arising out of obligation underlying such guarantee or related to any obligation during such guaranty; quarter and (iii) each of Ligand Air Products and OmniAbVersum, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party; provided, however, that with respect to leases, in the event a release with respect thereto has not been obtained pursuant to Section 2.10(a) and such Party benefitting from the guaranty wishes to extend the term of such guaranteed lease, then such first Party shall have the option of extending the term of such lease if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease. (d) Ligand Air Products and OmniAb Versum shall cooperate and OmniAb Versum shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Ligand Air Products or other members of the Ligand Air Products Group on behalf of or in favor of any member of the OmniAb Versum Group or the OmniAb Versum Business (the “Ligand Air Products CSIs”) as promptly as practicable with Credit Support Instruments from OmniAb Versum or a member of the OmniAb Versum Group as of the Distribution Separation Time. With respect to any Ligand Air Products CSIs that remain outstanding after the Distribution Time, Separation Time (i) OmniAb Versum shall, and shall cause the members of the OmniAb Versum Group to, jointly and severally indemnify and hold harmless the Ligand Air Products Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand Air Products CSIs in accordance with the terms thereof, (ii) OmniAb Versum shall reimburse pay to Air Products a fee payable at the applicable member end of each calendar quarter based on a rate of 1.50% per annum on the Ligand Group for all out average outstanding balance during such quarter of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, outstanding Air Products CSIs and (iii) without the prior written consent of LigandAir Products, OmniAb Versum shall not, and shall not permit any member of the OmniAb Versum Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand Air Products or any member of the Ligand Air Products Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand Air Products nor any member of the Ligand Air Products Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Versum Group or the OmniAb Versum Business after the expiration of any such Credit Support Instrument.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Distribution Separation Time or as soon as practicable thereafter, (i) Ligand Air Products shall (with the reasonable cooperation of the applicable member of the OmniAb Versum Group) use its commercially reasonable best efforts to have each member of the OmniAb Versum Group removed as guarantor of or obligor for any Ligand Air Products Retained Liability unconditionally and to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand Air Products Retained Liabilities and (ii) OmniAb Versum shall (with the reasonable cooperation of the applicable member of the Ligand Air Products Group) use commercially reasonable best efforts to have each member of the Ligand Air Products Group removed as guarantor of or obligor for any OmniAb Versum Liability, unconditionally and to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Versum Liabilities. (b) At or prior to the Distribution Separation Time, to the extent required to obtain a release from a guaranty: (i) of any member of the Ligand Air Products Group, OmniAb Versum shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb Versum would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb Versum Group, Ligand Air Products shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand Air Products would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (c) If Ligand Air Products or OmniAb Versum is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) LigandAir Products, to the extent a member of the Ligand Air Products Group has assumed the underlying Liability with respect to such guaranty or OmniAbVersum, to the extent a member of the OmniAb Versum Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VVI) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) OmniAb the relevant beneficiary shall reimburse pay to the applicable member guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 1.50% per annum on the average outstanding amount of the Ligand Group for all out-of-pocket expenses incurred by it arising out of obligation underlying such guarantee or related to any obligation during such guaranty; quarter and (iii) each of Ligand Air Products and OmniAbVersum, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party. (d) Ligand and OmniAb shall cooperate and OmniAb shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Ligand or other members of the Ligand Group on behalf of or in favor of any member of the OmniAb Group or the OmniAb Business (the “Ligand CSIs”) as promptly as practicable ; provided, however, that with Credit Support Instruments from OmniAb or a member of the OmniAb Group as of the Distribution Time. With respect to any Ligand CSIs that remain outstanding after leases, in the Distribution Time, (ievent a release with respect thereto has not been obtained pursuant to Section 2.10(a) OmniAb shall, and shall cause such Party benefitting from the members of the OmniAb Group to, jointly and severally indemnify and hold harmless the Ligand Indemnitees for any Liabilities arising from or relating guaranty wishes to such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand CSIs in accordance with the terms thereof, (ii) OmniAb shall reimburse the applicable member of the Ligand Group for all out of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, and (iii) without the prior written consent of Ligand, OmniAb shall not, and shall not permit any member of the OmniAb Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, of such guaranteed lease, Contract or other obligation in connection with which Ligand or any member then such first Party shall have the option of extending the Ligand Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand nor any member term of such lease if it provides such security as is reasonably satisfactory to the Ligand Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Group or the OmniAb Business after the expiration of any guarantor under such Credit Support Instrumentguaranteed lease.

Guarantees; Credit Support Instruments. (a) Except as otherwise specified in any Ancillary AgreementAgreement or in respect of those guarantees set forth on Schedule 2.10(a)(i), at or prior to the Distribution Operative Time or as soon as practicable thereafter, (i) Ligand Flex shall (with the reasonable cooperation of the applicable member of the OmniAb Nextracker Group) use its commercially reasonable efforts to have each member of the OmniAb Nextracker Group removed as guarantor of or obligor for any Ligand Flex Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Ligand Retained Liabilities and (ii) OmniAb Nextracker OpCo shall (with the reasonable cooperation of the applicable member of the Ligand Flex Group) use commercially reasonable efforts to have each member of the Ligand Flex Group removed as guarantor of or obligor for any OmniAb Nextracker Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to OmniAb Nextracker Liabilities. (b) At or prior to the Distribution Operative Time, to the extent required to obtain a release from a guaranty:guaranty pursuant to Section 2.10(a): (i) of any member of the Ligand Flex Group, OmniAb Nextracker OpCo (or the appropriate member of the Nextracker Group) shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which OmniAb Nextracker OpCo (or the appropriate member of the Nextracker Group) or would be reasonably unable to comply comply, or (B) which would be reasonably expected to be breached; and (ii) of any member of the OmniAb Nextracker Group, Ligand Flex (or the appropriate member of the Flex Group) shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Ligand Flex (or the appropriate member of the Flex Group) would be reasonably unable to comply comply, or (B) which would be reasonably expected to be breached. (c) If Ligand Flex or OmniAb Nextracker OpCo is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) LigandFlex, to the extent a member of the Ligand Flex Group has assumed the underlying Liability with respect to such guaranty guaranty, or OmniAbNextracker OpCo, to the extent a member of the OmniAb Nextracker Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article V) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, ; (ii) OmniAb Nextracker OpCo shall reimburse the applicable member of the Ligand Flex Group for all out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Ligand Flex and OmniAbNextracker OpCo, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations limits under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party. (d) Ligand Flex and OmniAb Nextracker OpCo shall cooperate and OmniAb Nextracker OpCo shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Ligand Flex or other members of the Ligand Flex Group on behalf of or in favor of any member of the OmniAb Nextracker Group or the OmniAb Nextracker Business (the “Ligand Flex CSIs”) as promptly as practicable with Credit Support Instruments from OmniAb Nextracker OpCo or a member of the OmniAb Nextracker Group as of the Distribution Operative Time. With respect to any Ligand Flex CSIs that remain outstanding after the Distribution Operative Time, (i) OmniAb Nextracker OpCo shall, and shall cause the members of the OmniAb Nextracker Group to, jointly and severally indemnify and hold harmless the Ligand Flex Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Ligand Flex CSIs in accordance with the terms thereof, ; (ii) OmniAb Nextracker OpCo shall reimburse the applicable member of the Ligand Flex Group for all out of out-of-pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, ; and (iii) without the prior written consent of LigandFlex, OmniAb Nextracker OpCo shall not, and shall not permit any member of the OmniAb Nextracker Group to, enter into, renew or extend the term of, increase its obligations limit under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Ligand Flex or any member of the Ligand Flex Group has issued any Credit Support Instruments which remain outstanding. Neither Ligand Flex nor any member of the Ligand Flex Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the OmniAb Nextracker Group or the OmniAb Nextracker Business after the expiration of any such Credit Support Instrument. (e) Notwithstanding anything to the contrary contained herein, from and after such time as the Flex Group no longer Beneficially Owns 50% or more of the outstanding Nextracker Securities and the Nextracker Group is no longer consolidated into the financial statements of the Flex Group under GAAP (the “Deconsolidation Date”), if any guarantee or Credit Support Instrument provided by any member of the Flex Group for the benefit of any member of the Nextracker Group remains outstanding as of the Deconsolidation Date, then the Nextracker Group shall provide the Flex Group, no later than the Deconsolidation Date, adequate collateral in form and substance reasonably satisfactory to Flex (e.g., a letter of credit) and in such amounts, the effect of which is to fully offset any Liability under GAAP of any member of the Flex Group with respect to such guaranty or Credit Support Instrument that remains outstanding as of the Deconsolidation Date.