Exhibit 10.1


 




OMNIAB, INC.


2022 INCENTIVE AWARD PLAN





 


ARTICLE I.

PURPOSE


 


The Plan’s purpose is to enhance the Company’s
ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing
these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan
are defined in Article XI.


 


ARTICLE II.

ELIGIBILITY


 


Service Providers are eligible to be granted Awards
under the Plan, subject to the limitations described herein.


 


ARTICLE III. 


ADMINISTRATION AND DELEGATION


 


3.1     Administration. The Plan is administered
by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award
terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions
and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative
rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile
inconsistencies in the Plan or any Award Agreement as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s
determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest
in the Plan or any Award.


 


3.2     Appointment of Committees. To the extent
Applicable Laws permit, the Board or the Administrator may delegate any or all of its powers under the Plan to one or more Committees
or committees of officers of the Company or any of its Subsidiaries. The Board or the Administrator, as applicable, may rescind any such
delegation, abolish any such committee or Committee and/or re-vest in itself any previously delegated authority at any time.


 


ARTICLE IV. 


STOCK AVAILABLE FOR AWARDS


 


4.1     Number
of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, Awards may be made under the Plan
covering up to the Overall Share Limit. The Prior Plan Awards will remain subject to the terms of the applicable Prior Plan. Shares issued
under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.


 


4.2     Share
Recycling. If all or any part of an Award or Prior Plan Award expires, lapses or is terminated, exchanged for or settled
in cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results
in the Company acquiring Shares covered by the Award or Prior Plan Award at a price not greater than the price (as adjusted to
reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award or Prior
Plan Award, the unused Shares covered by the Award or Prior Plan Award will, as applicable, become or again be available for Award
grants under the Plan. Further, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to
satisfy the applicable exercise or purchase price of an Award or Prior Plan Award and/or to satisfy any applicable tax withholding
obligation with respect to an Award or Prior Plan Award (including Shares retained by the Company from the Award or Prior Plan Award
being exercised or purchased and/or creating the tax obligation) will, as applicable, become or again be available for Award
grants under the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not count
against the Overall Share Limit.


 






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4.3     Incentive Stock Option Limitations.
Notwithstanding anything to the contrary herein, no more than 250,000,000 Shares may be issued pursuant to the exercise of Incentive Stock
Options.


 


4.4     Substitute Awards. In connection with
an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock,
the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or
consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as the Administrator deems appropriate,
notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares
subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired
by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise
of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with
which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in
contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted,
to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination
to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be
used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards
shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares
shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition
or combination, and shall only be made to individuals who were not Employees, Consultants or Directors prior to such acquisition or combination.


 


4.5     Non-Employee Director
Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for non-employee
Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time determine the terms, conditions
and amounts of all such non-employee Director compensation in its discretion and pursuant to the exercise of its business judgment, taking
into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any
cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards
Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation
for services as a non-employee Director during any calendar year of the Company may not exceed $750,000 (increased to $1,000,000 in the
calendar year of a non-employee Director’s initial service as a non-employee director or any calendar year during which a non-employee
Director serves as chairman of the Board or lead independent Director, which limits shall not apply to the compensation for any non-employee
Director of the Company who serves in any capacity in addition to that of a non-employee Director for which he or she receives additional
compensation or any compensation paid to any non-employee Director prior to the calendar year following the calendar year in which the
Effective Date occurs). The Administrator may make exceptions to this limit for individual non-employee Directors in extraordinary circumstances,
as the Administrator may determine in its discretion, provided that the non-employee Director receiving such additional compensation
may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee
Directors.


 


ARTICLE V. 


STOCK OPTIONS AND STOCK APPRECIATION RIGHTS


 


5.1     General. The Administrator may
grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in
the Plan that apply to Incentive Stock Options. A Stock Appreciation Right will entitle the Participant (or other person entitled to
exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock
Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of
exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock
Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash,
Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award
Agreement.


 






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5.2     Exercise Price. The Administrator will
establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise price in the Award Agreement.
The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option (subject to Section 5.6) or
Stock Appreciation Right. Notwithstanding the foregoing, in the case of an Option or a Stock Appreciation Right that is a Substitute Award,
the exercise price per share of the Shares subject to such Option or Stock Appreciation Right, as applicable, may be less than the Fair
Market Value per share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance
with the applicable requirements of Sections 424 and 409A of the Code.


 


5.3     Duration. Each Option or Stock Appreciation
Right will be exercisable at such times and as specified in the Award Agreement, provided that, subject to Section 5.6, the term
of an Option or Stock Appreciation Right will not exceed ten (10) years. Notwithstanding the foregoing and unless determined otherwise
by the Company, to the extent permitted under Applicable Laws, if the Participant, prior to the end of the term of an Option or Stock
Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions
of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or
any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation
Right issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines.


 


5.4     Exercise. Options and Stock Appreciation
Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be
electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment
in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified
in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may
not be exercised for a fraction of a Share.


 


5.5     Payment Upon Exercise. Subject to Section 10.8,
any Company insider trading policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:


 


(a)    cash,
wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the
use of one of the foregoing payment forms if one or more of the payment forms below is permitted;


 


(b)    if
there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including electronically
or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the
Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to
the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company
cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required
by the Administrator;


 


(c)    to
the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued
at their fair market value;


 


(d)    to
the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their fair market
value on the exercise date;


 


(e)    to
the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good
and valuable consideration; or


 


(f)    to
the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.


 






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5.6     Additional Terms of Incentive Stock Options.
The Administrator may grant Incentive Stock Options only to employees of the Company, any of its present or future parent or subsidiary
corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which
are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Stockholder,
the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will
not exceed five (5) years. All Incentive Stock Options will be subject to and construed consistently with Section 422 of the
Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers
(other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two (2) years from
the grant date of the Option or (ii) one (1) year after the transfer of such Shares to the Participant, specifying the date
of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or
other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant,
or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422
of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422
of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation
under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option. The foregoing terms shall be incorporated into
any Award Agreement evidencing an Option intended to be an Incentive Stock Option to the extent necessary to cause such Award to so qualify.


 


ARTICLE VI. 


RESTRICTED STOCK; RESTRICTED STOCK UNITS


 


6.1     General. The Administrator may grant
Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the Company’s right to repurchase
all or part of such Shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such
Shares) if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction
period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted
Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth
in an Award Agreement.


 


6.2     Restricted Stock.


 


(a)    Dividends.
Participants holding Shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, unless
the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends
or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary
cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Shares
of Restricted Stock with respect to which they were paid. Notwithstanding anything to the contrary herein, unless otherwise determined
by the Administrator, with respect to any award of Restricted Stock, dividends which are paid to holders of Common Stock prior to vesting
shall only be paid out to a Participant holding such Restricted Stock to the extent that the vesting conditions are subsequently satisfied.
All such dividend payments will be made no later than March 15 of the calendar year following the calendar year in which the right
to the dividend payment becomes nonforfeitable.


 


(b)     Stock
Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates
issued in respect of Shares of Restricted Stock, together with a stock power endorsed in blank.


 


6.3     Restricted
Stock Units.


 


(a)     Settlement.
The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the
Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended
to comply with Section 409A.


 






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(b)    Stockholder
Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless
and until the Shares are delivered in settlement of the Restricted Stock Unit.


 


ARTICLE VII. 


OTHER STOCK OR CASH BASED AWARDS; DIVIDEND EQUIVALENTS


 


7.1     Other Stock or Cash Based Awards. Other
Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered
in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria
or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be
available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which
a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator
determines.


 


7.2     Dividend Equivalents. A grant of Restricted
Stock Units or Other Stock or Cash Based Award may provide a Participant with the right to receive Dividend Equivalents, and no Dividend
Equivalents shall be payable with respect to Options or Stock Appreciation Rights. Dividend Equivalents may be paid currently or credited
to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability and forfeitability
as the Award with to which the Dividend Equivalents are paid and subject to other terms and conditions as set forth in the Award Agreement.
Notwithstanding anything to the contrary herein, unless otherwise determined by the Administrator, Dividend Equivalents with respect
to an Award shall only be paid out to a Participant to the extent that the vesting conditions are subsequently satisfied. All such Dividend
Equivalent payments will be made no later than March 15 of the calendar year following the calendar year in which the right to the
Dividend Equivalent payment becomes nonforfeitable, unless determined otherwise by the Administrator or unless deferred in a manner intended
to comply with Section 409A.


 


ARTICLE VIII. 


ADJUSTMENTS FOR CHANGES IN COMMON STOCK 


AND CERTAIN OTHER EVENTS


 


8.1     Equity Restructuring.
In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII, the Administrator will
equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the
number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable),
granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1
will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine
whether an adjustment is equitable.


 






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8.2     Corporate Transactions. In the event
of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization,
merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange
or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities
of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other
similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements
or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate,
either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect
to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change), is hereby authorized
to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent
dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect
to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes
in Applicable Laws or accounting principles:


  


(a)    To
provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount
that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s
rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise
or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than
zero, then the Award may be terminated without payment; provided, further, that Awards held by members of the Board will be settled in
Shares on or immediately prior to the applicable event if the Administrator takes action under this clause (a);


 


(b)    To
provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares covered thereby, notwithstanding anything
to the contrary in the Plan or the provisions of such Award;


 


(c)    To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments
as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;


 


(d)    To
make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards and/or with respect
to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV on the
maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price or
applicable performance goals), and the criteria included in, outstanding Awards;


 


(e)    To
replace such Award with other rights or property selected by the Administrator; and/or


 


(f)    To
provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.


 


8.3    Effect
of Non-Assumption in a Change in Control. Notwithstanding the provisions of Section 8.2, if a Change in Control occurs
and a Participant’s Awards are not continued, converted, assumed, or replaced with a substantially similar award by (a) the
Company, or (b) a successor entity or its parent or subsidiary (an “Assumption”), and provided that the
Participant has not had a Termination of Service, then, immediately prior to the Change in Control, such Awards shall become fully vested,
exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards shall lapse, in which
case, such Awards shall be canceled upon the consummation of the Change in Control in exchange for the right to receive the Change in
Control consideration payable to other holders of Common Stock (i) which may be on such terms and conditions as apply generally to
holders of Common Stock under the Change in Control documents (including, without limitation, any escrow, earn-out or other deferred consideration
provisions) or such other terms and conditions as the Administrator may provide, and (ii) determined by reference to the number of
Shares subject to such Awards and net of any applicable exercise price; provided that to the extent that any Awards constitute
 “nonqualified deferred compensation” that may not be paid upon the Change in Control under Section 409A without the imposition
of taxes thereon under Section 409A, the timing of such payments shall be governed by the applicable Award Agreement (subject to
any deferred consideration provisions applicable under the Change in Control documents); and provided, further, that if the amount
to which a Participant would be entitled upon the settlement or exercise of such Award at the time of the Change in Control is equal to
or less than zero, then such Award may be terminated without payment. An Award will be considered replaced with a comparable award if
the Award is exchanged for an amount of cash or other property with a value equal to the amount that could have been obtained upon the
settlement of such Award in such Change in Control (as determined by the Administrator), even if such cash or other property payable with
respect to the unvested portion of such Award remains subject to similar vesting provisions following such Change in Control. Notwithstanding
the foregoing, the Administrator will have full and final authority to determine whether an Assumption of an Award has occurred in connection
with a Change in Control.


 






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8.4     Administrative Stand Still. In
the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the
Shares or the Share price, including any Equity Restructuring or any securities offering or other similar transaction, for
administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty (60) days before or
after such transaction.


 


8.5     General. Except as expressly provided
in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation
of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger,
or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1
or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into
Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s
grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict
in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other
change in the Company’s capital structure or its business, (ii) any merger, consolidation dissolution or liquidation of the
Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those
of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions
thereof) differently under this Article VIII.


 


ARTICLE IX. 


GENERAL PROVISIONS APPLICABLE TO AWARDS


 


9.1     Transferability. Except as the Administrator
may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options, Awards may not be sold, assigned,
transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except for certain Designated Beneficiary designations,
by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order,
and, during the life of the Participant, will be exercisable only by the Participant. Any permitted transfer of an Award hereunder shall
be without consideration, except as required by Applicable Law. References to a Participant, to the extent relevant in the context, will
include references to a Participant’s authorized transferee that the Administrator specifically approves.


 


9.2     Documentation. Each Award will be evidenced
in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions
in addition to those set forth in the Plan.


 


9.3     Discretion. Except as the Plan otherwise
provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need
not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.


 


9.4     Termination of Status. The Administrator
will determine how the disability, death, retirement, an authorized leave of absence or any other change or purported change in a Participant’s
Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s
legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.


 


9.5     Withholding. Each
Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by
Applicable Law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax
liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding
rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any
payment of any kind otherwise due to a Participant. In the absence of a contrary determination by the Company (or, with respect to
withholding pursuant to clause (ii) below with respect to Awards held by individuals subject to Section 16 of the Exchange
Act, a contrary determination by the Administrator), all tax withholding obligations will be calculated based on the minimum
applicable statutory withholding rates. Subject to Section 10.8 and any Company insider trading policy (including blackout
periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check
made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms if one or more
of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of
Shares, including Shares delivered by attestation and Shares retained from the Award creating the tax obligation, valued at their
fair market value on the date of delivery, (iii) if there is a public market for Shares at the time the tax obligations are
satisfied, unless the Company otherwise determines, (A) delivery (including electronically or telephonically to the extent
permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly
to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check
sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the
Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the
Administrator. Notwithstanding any other provision of the Plan, the number of Shares which may be so delivered or retained pursuant
to clause (ii) of the immediately preceding sentence shall be limited to the number of Shares which have a fair market value on
the date of delivery or retention no greater than the aggregate amount of such liabilities based on the maximum individual statutory
tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the
liability classification of the applicable award under generally accepted accounting principles in the United States of America);
provided, however, to the extent such Shares were acquired by Participant from the Company as compensation, the Shares must have
been held for the minimum period required by applicable accounting rules to avoid a charge to the Company’s earnings for
financial reporting purposes; provided, further, that, any such Shares delivered or retained shall be rounded up to the nearest
whole Share to the extent rounding up to the nearest whole Share does not result in the liability classification of the applicable
Award under generally accepted accounting principles in the United States of America. If any tax withholding obligation will be
satisfied under clause (ii) above by the Company’s retention of Shares from the Award creating the tax obligation and
there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage
firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the
Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an
Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such
brokerage firm to complete the transactions described in this sentence.


 






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9.6     Amendment of Award; Repricing.
The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different
type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The Participant’s
consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely
affect the Participant’s rights under the Award, or (ii) the change is permitted under Article VIII or pursuant to Section 10.6.
Notwithstanding the foregoing or anything in the Plan to the contrary, the Administrator may, without the approval of the stockholders
of the Company, reduce the exercise price per share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options
or Stock Appreciation Rights that have an exercise price in excess of Fair Market Value in exchange for cash, other Awards or Options
or Stock Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or
Stock Appreciation Rights.


 


9.7     Conditions on Delivery of Stock.
The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the
Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the
Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities
laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company
such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s
inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful
issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such
requisite authority has not been obtained.


 


9.8     Acceleration. The Administrator may
at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions
or conditions, or otherwise fully or partially realizable.


 






    	 	8	 



     


    

 


9.9     Cash
Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award Agreement
or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof.


 


9.10   Broker-Assisted Sales. In the event
of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan
or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted
sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as
part of a block trade with other Participants in the Plan in which all Participants receive an average price; (c) the applicable
Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees
to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent
the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the
applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for
such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s
applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash
sufficient to satisfy any remaining portion of the Participant’s obligation.


 


ARTICLE X. 


MISCELLANEOUS


 


10.1   No Right to Employment or
Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving
a Participant the right to continued employment or any other relationship with the Company or any of its Subsidiaries. The Company and
its Subsidiaries expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from
any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement or in the Plan.


 


10.2   No Rights as Stockholder; Certificates.
Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any Shares
to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless
the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates
evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable,
its transfer agent or stock plan administrator). The Company may place legends on stock certificates issued under the Plan that the Administrator
deems necessary or appropriate to comply with Applicable Laws.


 


10.3   Effective Date and Term of Plan. Unless
earlier terminated by the Board, the Plan will become effective upon the date of the consummation of the Merger (the “Effective
Date”) and will remain in effect until the tenth anniversary of the Effective Date. Notwithstanding anything to the contrary
in the Plan, an Incentive Stock Option may not be granted under the Plan after ten (10) years from the earlier of (i) the date
the Board adopted the Plan or (ii) the date the Company’s stockholders approved the Plan, but Awards previously granted may
extend beyond that date in accordance with the Plan. The Plan will be submitted for the approval of the Company’s stockholders within
twelve (12) months before or following the date of the Board’s adoption of the Plan.


 


10.4   Amendment and Termination of Plan.
The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall
Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s
consent. No Awards may be granted under the Plan during any suspension period or after the Plan’s termination. Awards outstanding
at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before
such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary to comply with
Applicable Laws.


 






    	 	9	 



     


    

 


10.5   Provisions for Foreign
Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside the
United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of
such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


10.6 Section 409A.


 


(a)   General.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences,
interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the
Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other
actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended
tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply
with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after
an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A
or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest
under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation
or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to
taxes, penalties or interest under Section 409A.


 


(b)   Separation
from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement
of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes
under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A),
whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship.
For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,”
 “termination of employment” or like terms means a “separation from service.”


 


(c)   Payments
to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified
deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A
and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes
under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six (6)-month period immediately following such “separation
from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award
Agreement) on the day immediately following such six (6)-month period or as soon as administratively practicable thereafter (without
interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six (6) months following
the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled
to be made. Furthermore, notwithstanding any contrary provision of the Plan or any Award Agreement, any payment of “nonqualified
deferred compensation” under the Plan that may be made in installments shall be treated as a right to receive a series of separate
and distinct payments.


 


10.7   Limitations on Liability. Notwithstanding
any other provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary
will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense
incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because
of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of
the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company
or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation,
against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s
approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.


 


10.8   Lock-Up Period.
The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any
Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring
any Shares or other Company securities during a period of up to one hundred eighty (180) days following the effective date of a
Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.


 






    	 	10	 



     


    

 


10.9
   Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries
and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company
and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name,
address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s);
any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and
Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves
as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries
and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These
recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data
privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to
receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s
participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant
may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and
manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding
such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any
necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing, without
cost, by contacting the local human resources representative. If the Participant refuses or withdraws the consents in this Section 10.9,
the Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant
may forfeit any outstanding Awards. For more information on the consequences of refusing or withdrawing consent, Participants may contact
their local human resources representative.


 


10.10 Severability. If any portion of the
Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining
parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal
or invalid action will be null and void.


 


10.11 Governing Documents. If any
contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any
Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other
written document that a specific provision of the Plan will not apply.


 


10.12 Governing Law. The Plan and
all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law
principles requiring the application of a jurisdiction’s laws other than the State of Delaware.


 


10.13 Claw-back Provisions. All Awards
(including, without limitation, any proceeds, gains or other economic benefit actually or constructively received by Participant upon
any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to the provisions
of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with Applicable
Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder)
as and to the extent set forth in such claw-back policy or the Award Agreement.


 


10.14 Titles and Headings. The titles and
headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings,
will control.


 


10.15 Conformity to Securities Laws.
Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything
herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable
Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.


 






    	 	11	 



     


    

 


10.16 Relationship to Other Benefits. No
payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing,
group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other
plan or an agreement thereunder.


  


ARTICLE XI.

DEFINITIONS


 


As used in the Plan, the following words and phrases will have the
following meanings:


 


11.1
   “Administrator” means the Board or a Committee to the extent that the Board’s powers or authority
under the Plan have been delegated to such Committee.


 


11.2
   “Applicable Laws” means the requirements relating to the administration of equity incentive plans under
U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange
or quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other
jurisdiction where Awards are granted.


 


11.3
   “Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Dividend Equivalents, or Other Stock or Cash Based Awards.


 


11.4   
 “Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains
such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.


 


11.5    “Board”
means the Board of Directors of the Company.


 


11.6
 “Cause” means (i) if a Participant is a party to a written employment, severance or consulting agreement
with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “Relevant
Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists,
(A) the Administrator’s determination that the Participant failed to substantially perform the Participant’s duties (other
than a failure resulting from the Participant’s Permanent Disability); (B) the Administrator’s determination that the
Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or the Participant’s immediate
supervisor; (C) the Participant’s unauthorized use or disclosure of confidential information or trade secrets of the Company
or any of its Subsidiaries or any material breach of a written agreement between the Participant and the Company; (D) the occurrence
of any act or omission by the Participant that could reasonably be expected to result in (or has resulted in) the Participant’s
conviction, plea of no contest, plea of nolo contendere, or imposition of un-adjudicated probation for any felony or indictable offense
or crime involving moral turpitude; (E) the Participant’s unlawful use (including being under the influence) or possession
of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities
for the Company or any of its Subsidiaries; or (F) the Participant’s commission of an act of fraud, embezzlement, misappropriation,
misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.


 


11.7
   “Change in Control” means a change in ownership or control of the Company effected through any of the
following transactions:


 


(a) a merger, consolidation or other reorganization
approved by the Company’s stockholders, unless securities representing more than fifty percent (50%) of the total combined voting
power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and
in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately
prior to such transaction, or


 






    	 	12	 



     


    

 


(b)  the
sale, transfer or other disposition of all or substantially all of the Company’s assets in complete liquidation or dissolution of
the Company, or


 


(c)   the
acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly
controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3
of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s
outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders.


 


Notwithstanding the foregoing, in no event shall
the transactions occurring in connection with the Merger Agreement constitute a Change in Control and, if a Change in Control constitutes
a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to
Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event
described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute a Change in Control
for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined
in Treasury Regulation Section 1.409A-3(i)(5).


 


The Administrator shall have full and final authority,
which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition,
the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority
in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation
Section 1.409A-3(i)(5) shall be consistent with such regulation.


 


11.8  
 “Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


11.9
   “Committee” means one or more committees or subcommittees of the Board, which may include one or more
Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of
Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to
an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee
member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any
Award granted by the Committee that is otherwise validly granted under the Plan.


 


11.10
 “Common Stock” means the common stock of the Company.


 


11.11
 “Company” means OmniAb, Inc., a Delaware corporation, or any successor.


 


11.12
 “Consultant” means any person, including any consultant or advisor, that is not an Employee and that
engaged by the Company or any of its Subsidiaries to render services to such entity, in each case that can be granted an Award that is
eligible to be registered on a Form S-8 Registration Statement.


 


11.13
 “Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner
the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated.
Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 


11.14
 “Director” means a Board member.


 


11.15
 “Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent
value (in cash or Shares) of dividends paid on Shares.


 


11.16
 “Employee” means any employee of the Company or its Subsidiaries.


 


11.17
 “Employee Matters Agreement” means that certain Employee Matters Agreement by and among Ligand, the Company,
Avista Public Acquisition Corp. II, a Cayman Islands exempted company, and Orwell Merger Sub Inc., a Delaware corporation, dated March 23,
2022, as amended.


 






    	 	13	 



     


    

 


11.18
 “Equity Restructuring” means a non-reciprocal transaction between the Company and its stockholders, such as
a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend that affects the number or kind
of Shares (or other securities of the Company) or the share price of Common Stock (or other securities of the Company) and causes a change
in the per share value of the Common Stock underlying outstanding Awards.


 


11.19
 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.


 


11.20
 “Fair Market Value” means, as of any date, the value of a Share of Common Stock determined as follows:
(a) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such
Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which
a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (b) if the Common
Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such
date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The
Wall Street Journal or another source the Administrator deems reliable; or (c) in the absence of an established market for the
Common Stock, the Administrator may determine the Fair Market Value in its discretion.


 


11.21
 “Fully-Diluted Shares” means, as of the Effective Date (and after giving effect to the Merger), the sum
of (a) the Shares outstanding on such date (including Earnout Shares (as defined in the Merger Agreement)), (b) the Shares subject
to compensatory equity awards (including stock options, restricted stock units and performance stock units) outstanding on such date,
with (i) performance-based compensatory equity awards calculated at the “maximum” level of performance and (ii) Shares
subject to stock options calculated on a “net exercised” basis as of the applicable date, assuming Shares are surrendered
having a Fair Market Value on such date equal to the exercise price of such options (rounded up to the nearest whole Share, and determined
without regard to the vested status of the stock option), and (c) the Shares issuable upon the exercise or settlement of other equity
securities with respect to which Shares have not actually been issued and the conversion of all convertible securities into Shares, in
each case, counted on an as-converted-to Shares basis; provided, however, that Shares subject to warrants outstanding on such date shall
not be included in the determination of Fully-Diluted Shares.


 


11.22
 “Good Reason” means (a) a change in the Participant’s position with the Company (or its subsidiary
employing the Participant) that materially reduces the Participant’s authority, duties or responsibilities, (b) a material
diminution in the Participant’s level of base compensation, except in connection with a general reduction in the base compensation
of the Company’s personnel with similar status and responsibilities or (c) a relocation of the Participant’s place of
employment by more than 50 miles, provided that such change, reduction or relocation is effected by the Company (or its subsidiary employing
the Participant) without the Participant’s consent. Notwithstanding the foregoing, Good Reason shall only exist if Participant shall
have provided the Company with written notice within sixty (60) days of the initial occurrence of any of the foregoing events or conditions,
and the Company or any successor or affiliate fails to eliminate the conditions constituting Good Reason within thirty (30) days after
receipt of written notice of such event or condition from Participant. Participant’s resignation from employment with the Company
for “Good Reason” must occur within six (6) months following the initial occurrence of one of the foregoing events or
conditions. Notwithstanding the foregoing, if Participant is a party to a written employment or consulting agreement with the Company
(or its subsidiary) in which the term “good reason” is defined, then “Good Reason” shall be as such term is defined
in the applicable written employment or consulting agreement.


 


11.23
 “Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of
the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation,
as defined in Section 424(e) and (f) of the Code, respectively.


 


11.24
 “Incentive Stock Option” means an Option intended to qualify as an “incentive stock option”
as defined in Section 422 of the Code.


 


11.25
 “Ligand” means Ligand Pharmaceuticals Incorporated, a Delaware corporation.


 






    	 	14	 



     


    

 


11.26
 “Merger” means the transactions contemplated by the Merger Agreement.


 


11.27
 “Merger Agreement” means that certain Agreement and Plan of Merger, by and among Ligand, the Company,
Avista Public Acquisition Corp. II, a Cayman Islands exempted company, and Orwell Merger Sub Inc., a Delaware corporation, dated March 23,
2022.


 


11.28
 “Non-Qualified Stock Option” means an Option, or portion thereof, not intended or not qualifying as an
Incentive Stock Option.


 


11.29
 “Option” means an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified
Stock Option.


 


11.30
 “Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly
or partially by referring to, or are otherwise based on, Shares or other property awarded to a Participant under Article VII.


 


11.31
 “Overall Share Limit” means the sum of (i) a number of Shares equal to fourteen percent (14%) of
the aggregate number of Fully Diluted Shares as of immediately following the consummation of the Merger; (ii) any Shares which, as
of the Effective Date, are subject to Prior Plan Awards and which, on or following the Effective Date, become available for issuance under
the Plan pursuant to Article IV; and (iii) an annual increase on the first day of each calendar year beginning January 1,
2023 and ending on and including January 1, 2032, equal to the lesser of (A) 5% of the aggregate number of shares of Common
Stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of Shares as is determined
by the Board.


 


11.32
 “Participant” means a Service Provider who has been granted an Award.


 


11.33
 “Performance Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award
to establish performance goals for a performance period, which may include the following: net earnings or losses (either before or after
one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue
or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross
profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating
earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating
cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital;
return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures;
expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or
appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment
of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic
value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee
satisfaction; recruitment and maintenance of personnel; human capital management (including diversity and inclusion); supervision of litigation
and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability
or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition
activity; investment sourcing activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any
incremental increase or decrease. Such performance goals also may be based solely by reference to the Company’s performance or the
performance of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or based upon performance relative
to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies.


 


11.34
 “Permanent Disability” means the inability of the Participant to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous
duration of twelve (12) months or more. However, solely for purposes of the Awards granted to non-employee Directors, Permanent
Disability means the inability of the non-employee Director to perform his or her usual duties as a Director by reason of any
medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12)
months or more; provided, however, that for purposes of any Incentive Stock Option, “Permanent Disability” shall mean a
permanent and total disability under Section 22(e)(3) of the Code, as amended.


 






    	 	15	 



     


    

 


11.35
 “Plan” means this 2022 Incentive Award Plan.


 


11.36
 “Prior Plans” means the OmniAb, Inc. 2022 Incentive Award Plan (Ligand Service Provider Awards)
and the OmniAb, Inc. 2022 Incentive Award Plan (OmniAb Service Provider Awards).


 


11.37
 “Prior Plan Award” means an award outstanding under a Prior Plan as of the Effective Date, including,
without limitation, any awards that are assumed by the Company or any Subsidiary under the Employee Matters Agreement.


 


11.38
 “Restricted Stock” means Shares awarded to a Participant under Article VI subject to certain vesting
conditions and other restrictions.


 


11.39
 “Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date,
one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date
awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.


 


11.40
 “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.


 


11.41
 “Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs
and other interpretative authority thereunder.


 


11.42
 “Securities Act” means the U.S. Securities Act of 1933, as amended.


 


11.43
 “Service Provider” means an Employee, Consultant or Director.


 


11.44
 “Shares” means shares of Common Stock.


 


11.45
 “Stock Appreciation Right” means a stock appreciation right granted under Article V.


 


11.46
 “Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain
of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at
the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of
securities or interests in one of the other entities in such chain.


 


11.47
 “Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution
or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the
Company or any Subsidiary or with which the Company or any Subsidiary combines.


 


11.48
 “Termination of Service” means the date the Participant ceases to be a Service Provider.


 


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