Exhibit 10.7


 


INNOVATUS LIFE SCIENCES ACQUISITION CORP.


777 Third Avenue, 25th
Floor


New York, NY 10017


 


[       ],
2021


 


Innovatus Life Sciences Acquisition Sponsor, LLC


777 Third Avenue, 25th Floor

New York, NY 10017


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement (this “Agreement”)
by and between Innovatus Life Sciences Acquisition Corp. (the “Company”) and Innovatus Life Sciences Acquisition Sponsor,
LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities
of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement
on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and
continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation
(in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


1.             The
Sponsor shall make available, or cause to be made available, to the Company, at 777 Third Avenue, 25th Floor, New York, NY
10017 (or any successor location), office space and secretarial and administrative services as may be reasonably required by the Company.
In exchange therefor, the Company shall pay the Sponsor $10,000 per month on the Listing Date and continuing monthly thereafter until
the Termination Date; and


 


2.             The
Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising
out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out
of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds
of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives
any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise
adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to 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 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 Agreement may not be amended, modified or
waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this Agreement
or any of its rights, interests, or obligations hereunder without the prior written approval 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 Agreement constitutes the entire relationship
of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed
by, construed in accordance with, and interpreted pursuant to the laws of the State of New York.


 


[Signature Page Follows]


 






     


     


    

 


	 	
    Very truly yours,

     

    INNOVATUS LIFE SCIENCES ACQUISITION CORP.

	 	 
	 	By:	 
	 	 	Name: David Schiff
	 	 	Title: Chief Executive Officer


 


	
    AGREED AND ACCEPTED BY:

     

    INNOVATUS LIFE SCIENCES ACQUISITION SPONSOR, LLC
	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title: