TAX MATTERS AGREEMENT by and among OMNIAB, INC. (F/K/A AVISTA PUBLIC ACQUISITION CORP. II) LIGAND PHARMACEUTICALS INCORPORATED and OMNIAB OPERATIONS, INC. (F/K/A OMNIAB, INC.) Dated as of November 1, 2022Tax Matters Agreement • November 4th, 2022 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of November 1, 2022 by and among OmniAb, Inc., a Delaware corporation (f/k/a Avista Public Acquisition Corp. II) (“Parent”), Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Remainco”), and OmniAb Operations, Inc., a Delaware corporation (f/k/a OmniAb, Inc.) (“Spinco” and, together with Parent and Remainco, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).
