Exhibit 10.6 


 


MSD ACQUISITION CORP.

645 Fifth Avenue, 21st Floor


New York, New
York 10022


 


March 24, 2021


 


MSD Sponsor Holdings, LLC

645 Fifth Avenue, 21st Floor


New York, New York 10022


 


Ladies and Gentlemen:


 


This letter will confirm our
agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration
Statement”) for the initial public offering (the “IPO”) of the securities of MSD Acquisition Corp.
(the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business
combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter
referred to as the “Termination Date”), MSD Sponsor Holdings, LLC (the “Sponsor”)
shall take steps directly or indirectly to make available to the Company certain office space, and administrative and other services as
may be required by the Company from time to time, situated at 645 Fifth Avenue, 21st Floor, New York, New York 10022 (or any successor
location). In exchange therefor, the Company shall pay the Sponsor a sum of up to $10,000 per month commencing on the Effective Date and
continuing monthly thereafter until the Termination Date. The Sponsor hereby agrees that it does not have any right, title, interest or
claim of any kind (a “Claim”) in or to any monies that may be set aside in a trust account (the “Trust
Account”) that may be established in connection with and upon the consummation of the IPO and hereby irrevocably waives
any Claim it presently has or may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with
the Company and will not seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or
other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


The parties may not assign
this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the other party. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title
to the purported assignee.


 


This letter agreement shall
be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to
its choice of laws principles that will apply the laws of another jurisdiction.


 


This letter agreement may
be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall
constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be
produced to evidence the existence of this letter agreement.


 


[Signature Page Follows]


 






     


     


    

 


	 	Very truly yours,
	 	 	 
	 	MSD ACQUISITION CORP.
	 	 	 
	 	By:	/s/ John Cardoso
	 	 	Name: John Cardoso
	 	 	Title: Chief Financial Officer



 


AGREED TO AND ACCEPTED BY:



 


	MSD SPONSOR HOLDINGS, LLC	 
	 	 	 
	By:	/s/ Marcello Liguori	 
	Name: 	Marcello Liguori	
	Title:	 Vice President, Assistant Secretary and

 Assistant Treasurer 	



 


[Signature Page to Administrative Services Agreement]