Exhibit
10.9


 


FORWARD
PURCHASE AGREEMENT


 


This Forward Purchase
Agreement (this “Agreement”) is entered into as of [●], 2021, by and among Panacea Acquisition Corp. II,
a Cayman Islands exempted company (the “Company”), EcoR1 Panacea Holdings II, LLC, a Delaware limited liability
company (the “Adviser”), and each of the purchasers listed on signature pages hereto (each, a “Purchaser”
and, collectively, the “Purchasers”).


 


Recitals


 


WHEREAS, the Company
was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1
(such registration statement, as may be amended from time to time, including to reflect changes in terms, the “Registration
Statement”) for its initial public offering (“IPO”) of 15,000,000 Class A ordinary shares, par value
$0.0001 per share (the “Class A Share(s)”) (or 17,250,000 Class A Shares in the aggregate if the underwriters
exercise their over-allotment in full) at a price of $10.00 per share;


 


WHEREAS, following
the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;
and


 


WHEREAS, the parties
hereto wish to enter into this Agreement, pursuant to which substantially concurrently with the closing of the Company’s
initial Business Combination (the “Business Combination Closing”), the Company shall issue and sell, and the
Purchasers shall purchase, on a private placement basis, an aggregate of 2,500,000 Class A Shares (the “Forward Purchase
Shares”);


 


NOW, THEREFORE, in
consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 


Agreement


 


1. Sale
and Purchase.


 


(a) Forward
Purchase Shares.


 


(i) The
Company shall issue and sell to the Purchasers, severally and not jointly, and the Purchasers shall purchase from the Company,
at a price of $10.00 per share, an aggregate of 2,500,000 Forward Purchase Shares for an aggregate purchase price of $25,000,000
(the “FPS Purchase Price”), with the allocation of the Forward Purchase Shares among the Purchasers to be determined
by the Adviser, in its sole discretion (the “Adviser Allocation”). Each Forward Purchase Share will have the
same terms as the private placement shares to be issued under the Private Placement Shares Purchase Agreement substantially in
the form attached as Exhibit 10.6 to the Registration Statement, in connection with the IPO.


 






     


     


    




 


(ii) The
Company shall require the Purchasers to purchase the Forward Purchase Shares pursuant to Section 1(a)(i) hereof by delivering notice
(the “Company Notice”) to the Adviser and the Purchasers, at least five (5) Business Days before the funding
of the FPS Purchase Price to an account specified by the Company, specifying the anticipated date of the Business Combination Closing
and instructions for wiring the FPS Purchase Price to an account designated by the Company. At least two (2) Business Days before
the anticipated date of the Business Combination Closing specified in such Company Notice, (i) the Adviser shall deliver notice
of the Adviser Allocation (the “Adviser Allocation Notice”) to the Company and the Purchasers and (ii) each
Purchaser shall deliver its respective portion of the FPS Purchase Price in cash via wire transfer to the account specified in
such Company Notice, to be held in escrow pending the FPS Closing (as defined below). If the FPS Closing does not occur within
thirty (30) days after the Purchasers deliver the FPS Purchase Price to such account, the Company shall, upon request of the Adviser,
return to the Purchasers the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall not
terminate this Agreement or otherwise relieve either party of any of its obligations hereunder and the Company may provide a subsequent
Company Notice pursuant to this Section 1(a)(ii). For the purposes of this Agreement, “Business Day” means any
day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized
or required by law or regulation to close in the City of New York, New York.


 


(iii) The
closing of the sale of the Forward Purchase Shares (the “FPS Closing”) shall be held on the same date and substantially
concurrently with the Business Combination Closing (such date being referred to as the “FPS Closing Date”).
At the FPS Closing, the Company will issue to each Purchaser the number of Forward Purchase Shares set forth in the Adviser Allocation
Notice, each registered in the name of the respective Purchaser.


 


(b) Delivery
of Forward Purchase Shares.


 


(i) The
Company shall register each Purchaser as the owner of the number of Forward Purchase Shares set forth in the Adviser Allocation
Notice with the Company’s transfer agent by book entry on or promptly after (but in no event more than two (2) Business Days
after) the FPS Closing Date.


 


(ii) Each
book entry for the Forward Purchase Shares shall contain a notation, and each certificate (if any) evidencing the Forward Purchase
Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 






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(c) Registration Rights.
The Purchasers shall have registration rights as set forth in the Registration Rights Agreement substantially in the form attached
as Exhibit 10.4 of the Registration Statement (the “Registration Rights Agreement”).


 


2. Representations
and Warranties of the Purchasers. Each Purchaser represents and warrants, severally and not jointly, to the Company as follows,
as of the date hereof:


 


(a) Organization
and Power. The Purchaser is duly formed and validly existing and in good standing in its jurisdiction of incorporation or organization
and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b) Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with
its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any
other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification
provisions contained in the Registration Rights Agreement may be limited by applicable federal or state securities laws.


 


(c) Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with
the consummation of the transactions contemplated by this Agreement.


 


(d) Compliance
with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by
the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions
of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it
is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement,
contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute,
rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect
on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.


 


(e) Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to
the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase
Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention
of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement,
the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement
with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward
Purchase Shares. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or
agency thereof.


 






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(f) Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs
and the terms and conditions of the offering of the Forward Purchase Shares, as well as the terms of the Company’s proposed
IPO, with the Company’s management.


 


(g) Restricted
Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares have not been registered under
the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act that depends upon,
among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as
expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable
U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely
unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification
requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase
Shares for resale, except pursuant to the Registration Rights Agreement. The Purchaser further acknowledges that if an exemption
from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the
time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company that are
outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser
understands that the offering to the Purchaser of the Forward Purchase Shares is not, and is not intended to be, part of the IPO,
and that the Purchaser will not be able to rely on the protection of Section 11 or Section 12 of the Securities Act with respect
to the Forward Purchase Shares.


 


(h) No
Public Market. The Purchaser understands that no public market now exists for the Forward Purchase Shares, and that the Company
has made no assurances that a public market will ever exist for the Forward Purchase Shares.


 


(i) High
Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Shares involves a high degree
of risk, which could cause the Purchaser to lose all or part of its investment.


 


(j) No
General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners,
has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation,
or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Shares.


 


(k) Non-Public
Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of material
non-public information relating to the Company.


 


(l) Affiliation
of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with Cowen and Company, LLC or, to its
actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating
in the IPO.


 






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(m) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf
of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall
be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and
the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly
made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser
Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the
Company.


 


3. Representations
and Warranties of the Company. The Company represents and warrants to the Purchasers as follows:


 


(a) Incorporation
and Corporate Power. The Company is duly incorporated and validly existing and in good standing as an exempted company
under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as
presently conducted and as proposed to be conducted. The Company has no subsidiaries.


 


(b) Capitalization.
As of the date of this Agreement, the authorized share capital of the Company consists of:


 


(i) 500,000,000
Class A Shares, none of which are issued and outstanding.


 


(ii) 50,000,000
Class B ordinary shares of the Company, par value $0.0001 per share (“Class B Share(s)”), 2,300,000 of which
are issued and outstanding (300,000 of which are subject to forfeiture to the extent that the underwriters’ over-allotment
option in connection with the IPO is not exercised in full). All of the issued and outstanding Class B Shares have been duly authorized,
are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.


 


(iii) 50,000,000
Class F ordinary shares of the Company, par value $0.0001 per share (“Class F Share(s)”), 3,450,000 of which
are issued and outstanding (450,000 of which are subject to forfeiture to the extent that the underwriters’ over-allotment
option in connection with the IPO is not exercised in full). All of the issued and outstanding Class F Shares have been duly authorized,
are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.


 


(iv) 20,000,000
undesignated preferred shares, none of which are issued and outstanding.


 


(c) Authorization;
No Breach. The execution, delivery and performance of this Agreement and the Forward Purchase Shares have been duly authorized
by the Company as of the FPS Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws
of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered
in a proceeding in equity or law).


 






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(i) The
execution and delivery by the Company of this Agreement and the Forward Purchase Shares, the issuance and sale of the Forward Purchase
Shares and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not as
of the FPS Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default
under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital
or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by
or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Company’s
amended and restated memorandum and articles of association (the “Articles”) or any material law, statute, rule
or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except
for any filings required after the date hereof under federal or state securities laws.


 


(d) Valid
Issuance of Forward Purchase Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Forward
Purchase Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant
to, the terms hereof, the Purchaser will have good title to the Forward Purchase Shares purchased by it, free and clear of all
liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated
hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due
to the actions of the Purchaser.


 


(e) Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by each Purchaser in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions
contemplated by this Agreement, except for applicable requirements of the Securities Act.


 


(f) Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in any violation or default (i) of any provisions of its Articles or other governing
documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under
any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase
order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable
to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to
consummate the transactions contemplated by this Agreement.


 


(g) No
General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders has either
directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement
in connection with the offer and sale of the Forward Purchase Shares.


 






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(h) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 3 and in any certificate or agreement delivered pursuant hereto, the Company has not made and does not make nor shall be
deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed
IPO or a potential Business Combination, and the Company disclaims any such representation or warranty. Except for the specific
representations and warranties expressly made by the Purchasers in Section 2 of this Agreement and in any certificate or agreement
delivered pursuant hereto, the Company specifically disclaims that it is relying upon any other representations or warranties that
may have been made by the Purchaser Parties.


 


4. Additional
Agreements and Acknowledgements and Waivers of the Purchasers.


 


(a) Trust
Account.


 


(i) Each
Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account”)
for the benefit of its public shareholders upon the IPO Closing. Each Purchaser, for itself and its affiliates, hereby agrees that
it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the
Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, such Purchaser may
have in respect of any Class A Shares held by it.


 


(ii) Each
Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future, except for redemption and liquidation rights, if any, such Purchaser may have in respect
of any Class A Shares held by it. In the event any Purchaser has any Claim against the Company under this Agreement, such Purchaser
shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any
monies in the Trust Account, except for redemption and liquidation rights, if any, such Purchaser may have in respect of any Class
A Shares held by it.


 


(b) No
Short Sales. Each Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any
understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
Closing. For purposes of this Section, “Short Sales” shall include, without limitation, all “short sales”
as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges
(other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options,
puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S.
broker dealers or foreign regulated brokers.


 






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5. Additional
Agreement of the Company.


 


(a) Nasdaq
Listing. The Company will use commercially reasonable best efforts to effect and maintain the listing of the Class A Shares
on The Nasdaq Capital Market (or another national securities exchange).


 


6. FPS
Closing Conditions.


 


(a) The
obligation of the Purchasers to purchase the Forward Purchase Shares at the FPS Closing under this Agreement shall be subject to
the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable
laws, may be waived by the Purchasers:


 


(i) the
Business Combination shall be consummated substantially concurrently with the purchase of Forward Purchase Shares;


 


(ii) the
representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the
date hereof and shall be true and correct, in the case of the Company, as of the FPS Closing, as applicable, with the same effect
as though such representations and warranties had been made on and as of such date (other than any such representation or warranty
that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except, in the case
of the Company, where the failure to be so true and correct would not have a material adverse effect on the Company or its ability
to consummate the transactions contemplated by this Agreement;


 


(iii) the
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the FPS Closing; and


 


(iv) no
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory,
or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect, preventing the purchase by the Purchasers of the Forward Purchase Shares.


 


(b) The
obligation of the Company to sell the Forward Purchase Shares at the FPS Closing under this Agreement shall be subject to the fulfillment,
at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may
be waived by the Company:


 


(i) the
Business Combination shall be consummated substantially concurrently with the purchase of Forward Purchase Shares;


 


(ii) the
representations and warranties of the Purchasers set forth in Section 2 of this Agreement shall have been true and correct as of
the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as
of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct
would not have a material adverse effect on the Purchasers or their ability to consummate the transactions contemplated by this
Agreement;


 






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(iii) the
Purchasers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Purchasers at or prior to the FPS Closing; and


 


(iv) no
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory,
or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect, preventing the purchase by the Purchasers of the Forward Purchase Shares.


 


7. Termination.
This Agreement may be terminated at any time prior to the FPS Closing:


 


(a) by
mutual written consent of the Company and the Purchasers;


 


(b) automatically


 


(i) if
the IPO is not consummated on or prior to December 31, 2021;


 


(ii) if
the Business Combination is not consummated within twenty-four (24) months from the IPO Closing (or twenty-seven (27) months from
the IPO Closing if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business
Combination within twenty-four (24) months from the IPO Closing but has not completed the initial Business Combination within such
twenty-four (24) month period), unless extended upon approval of the Company’s shareholders in accordance with the Articles;
or


 


(iii) if
the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state
insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar
officer is appointed by a court for business or property of the Company, in each case which is not removed, withdrawn or terminated
within sixty (60) days after such appointment.


 


In the event of any
termination of this Agreement pursuant to this Section 7, the FPS Purchase Price (and interest thereon, if any), if previously
paid, and each Purchaser’s funds paid in connection herewith shall be promptly returned to such Purchaser, and thereafter
this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchasers or
the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and
obligations of each party shall cease; provided, however, that nothing contained in this Section 7 shall relieve
any party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties,
covenants or agreements contained in this Agreement.


 


8. General
Provisions.


 


(a) Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, and (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic
mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on
the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight
prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall
be sent to: Panacea Acquisition Corp. II, 357 Tehama Street, Floor 3, San Francisco, California, Attn: Scott Perlen, email: perlen@ecor1cap.com,
with a copy to the Company’s counsel at: Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Ave., Palo Alto, CA
94301, Attn: Gregg Noel, Esq., and Michael Mies, Esq., email: Gregg.noel@skadden.com and Michael.mies@skadden.com, respectively.


 






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All communications
to the Purchasers shall be sent to the Purchasers’ address as set forth on the signature page hereof, or to such e-mail address,
facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).


 


(b) Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the FPS Closing.


 


(c) Entire
Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced
herein, 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.


 


(d) Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(e) Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the Company and the Adviser.


 


(f) Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.


 


(g) Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or
interpretation of this Agreement.


 


(h) Governing
Law. This Agreement, the entire relationship of the parties hereto, and any dispute 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.


 






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(i) Jurisdiction.
The parties hereto (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to
the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding
arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern
District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such
suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum,
that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced
in or by such court.


 


(j) Waiver
of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this
Agreement and the transactions contemplated hereby.


 


(k) Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except with the written consent of the Company
and the Purchasers.


 


(l) Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect
the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to
any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable
in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete
specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(m) Expenses.
Each of the Company and the Purchasers will bear its own costs and expenses incurred in connection with the preparation, execution
and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses
of agents, representatives, financial advisors, legal counsel and accountants.


 






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(n) Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless
the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact
that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative
levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty, or covenant.


 


(o) Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional
or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(p) Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions
contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto
shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.


 


[Signature page follows]


 




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IN WITNESS WHEREOF,
the undersigned have executed this Agreement to be effective as of the date first set forth above.


 


	PURCHASERS:	 	 
	 	 	 
	ECOR1 CAPITAL FUND, L.P.	 	Address for Notices:
	 	 	 
	By:	EcoR1 Capital, LLC, its General Partner	 	357 Tehama Street
	 	 	Floor 3
	By:	 	 	San Francisco, CA 94103
	 	Name:	Oleg Nodelman	 	 
	 	Title:	Manager	 	 
	 	 	Email: panacea@ecorlcap.com
	 	 	 
	ECOR1 CAPITAL FUND QUALIFIED, L.P.	 	Address for Notices:
	 	 	 
	By:	EcoR1 Capital, LLC, its General Partner	 	357 Tehama Street
	 	 	Floor 3
	By:	 	 	San Francisco, CA 94103
	 	Name:	Oleg Nodelman	 	 
	 	Title:	Manager	 	 
	 	 	Email: panacea@ecorlcap.com
	 	 	 
	ADVISER:	 	 
	 	 	 
	ECOR1 PANACEA HOLDINGS II, LLC	 	Address for Notices:
	 	 	 
	By:	 	 	357 Tehama Street
	 	Name:	Oleg Nodelman	 	Floor 3
	 	Title:	Chief Executive Officer	 	San Francisco, CA 94103
	 	 	Email: panacea@ecorlcap.com
	 	 	 
	COMPANY:	 	 
	 	 	 
	PANACEA ACQUISITION CORP. II	 	Address for Notices:
	 	 	 
	By:	 	 	357 Tehama Street
	 	Name:	Sarah Marriott	 	Floor 3
	 	Title:	Secretary	 	San Francisco, CA 94103
	 	 	Email: panacea@ecorlcap.com